##### Table of Contents



UNITED STATES
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 1934
 For the fiscal year ended December 31, 2003OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period
from________ to ________ Commission File Number 000-50300 WHEELING-PITTSBURGH CORPORATION  DELAWARE
(State of Incorporation)
    
    55-0309927
(I.R.S. Employer
Identification No.)
 1134 Market Street, Wheeling, WV
(Address of principal executive offices)
    
    26003
(Zip code)
 Registrants telephone number, including area code: (304) 234-2400 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.01 per value per share
(Title of Class) Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes  þ   No   o Indicate
by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (§ 229.405 of this
chapter) 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.   þ Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes  o  No  þ There was no market value for shares of the registrants Common Stock, par
value $0.01 per share, as of the last business day of the registrants second
fiscal quarter ended June 30, 2003. Applicable only to registrants involved in bankruptcy proceedings during the
preceding five years: Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes  þ   No   o The registrant had 10,000,000 shares of its common stock, par value $0.01
per share, issued and outstanding as of March 3, 2004. Documents Incorporated by Reference: None




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TABLE OF CONTENTS  PART IItem 1  BusinessItem 2 - PropertiesItem 3 - Legal ProceedingsItem 4 - Submissions of Matters to a Vote of Security HoldersPART IIItem 5 - Market for the Registrants Common Equity and Related Security Holder Matters and Issuer Purchases of Equity SecuritiesITEM 6 - SELECTED FINANCIAL DATAItem 7 - Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 7A - Quantitative and Qualitative Disclosures About Market RiskItem 8 - Financial Statements and Supplemental DataItem 9  Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A  Controls and ProceduresPART IIIItem 10  Directors and Executive Officers of the CompanyItem 11  Executive CompensationItem 12  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13  Certain Relationships and Related TransactionsItem 14  Principal Accounting Fees and ServicesPART IVItem 15  Exhibits and Reports on Form 8-KSIGNATURESAuditors ConsentCEO 302 CertificationCFO 302 CertificationCEO 906 CertificationCFO 906 Certification    Table of Contents  TABLE OF CONTENTS PAGEPART I.ITEM 1.
    
    Business
    
    
    2ITEM 2.
    
    Properties
    
    
    20ITEM 3.
    
    Legal Proceedings
    
    
    21ITEM 4.
    
    Submission of Matters to a Vote of Security Holders
    
    
    22PART II.ITEM 5.
    
    Market for Registrants Common Equity, Related Security Holder Matters and Issuer Purchases of Equity Securities
    
    
    22ITEM 6.
    
    Selected Financial Data
    
    
    23ITEM 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operation
    
    
    24ITEM 7A.
    
    Quantitative and Qualitative Disclosures about Market Risks
    
    
    33ITEM 8.
    
    Financial Statements and Supplementary Data
    
    
    35ITEM 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    68ITEM 9A.
    
    Controls and Procedures
    
    
    69PART III.ITEM 10.
    
    Directors and Executives Officers of the Company
    
    
    69ITEM 11.
    
    Executive Compensation
    
    
    72ITEM 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    77ITEM 13.
    
    Certain Relationships and Related Transactions
    
    
    78ITEM 14.
    
    Principal Accountant Fees and Services
    
    
    79PART IV.ITEM 15.
    
    Exhibits, Financial Statement Schedules and Reports on Form 8-K
    
    
    79Signatures
    
    
    84
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PART I 
 Item 1  Business Overview Wheeling-Pittsburgh Corporation, or WPC, is a Delaware holding company
that, together with its several subsidiaries and joint ventures, constitutes
the sixth largest integrated producer of steel and steel products in the United
States. Our principal operating subsidiary is Wheeling-Pittsburgh Steel
Corporation, or WPSC, a Delaware corporation whose headquarters are located in
Wheeling, West Virginia. WPC was organized as a Delaware corporation on June
27, 1920 under the name Wheeling Steel Corporation. We produce flat rolled steel products for the construction industry, steel
service centers, converters, processors, and the container, automotive and
appliance industries. Our product offerings are focused predominately on higher
value-added finished steel products such as cold-rolled products, tin and zinc
coated products and fabricated products. In addition, we produce semi-finished
steel products and hot-rolled steel products, which represent the least
processed of our finished goods. An operating division of WPSC, Wheeling Corrugating Company, also referred
to as WCC, manufactures our fabricated steel products for the construction,
agricultural and highway industries. WPSC also holds an ownership interest in
two joint ventures that, together with WCC, account for nearly half of our
sales. These joint ventures, Wheeling-Nisshin, Inc. and Ohio Coatings Company,
also referred to as OCC, produce value-added steel products from materials and
products partially supplied by us. Reorganization The steel industry is cyclical and highly competitive and is affected by
excess world capacity, which has restricted price increases during periods of
economic growth and led to price decreases during economic contraction.
Beginning in 1998 and continuing through 2001, record high levels of foreign
steel imports as well as a general overcapacity in worldwide steel production
caused a marked deterioration of steel prices, resulting in huge losses and
substantial harm to the domestic steel industry. This record high level of
foreign steel imports over a four year period, coupled with the indebtedness we
incurred as a result of a ten-month work stoppage which ended in August 1997,
and approximately $200 million of capital expenditures used to modernize our
facilities to increase quality, efficiency, safety and environmental
conditions, resulted in substantial losses and the severe erosion of our
financial position and liquidity. These losses and erosion of liquidity
continued to occur notwithstanding increases in operating efficiencies
resulting from the modernization of our facilities, various cost saving
measures and the elimination of 20% of our hourly workforce negotiated in 1997. On November 16, 2000, WPC and eight of our then existing wholly-owned
subsidiaries, which represented substantially all of our business, filed
voluntary petitions for relief under Chapter 11 of the United States Bankruptcy
Code in the United States Bankruptcy Court for the Northern District of Ohio,
referred to as the Bankruptcy Court. We commenced the Chapter 11 proceedings in
order to restructure our outstanding debts and to improve our access to the
additional funding that we needed to continue our operations. Throughout the
Chapter 11 proceedings, we remained in possession of our properties and assets
and continued to operate and manage our businesses with the then existing
directors and officers as debtors-in-possession subject to the supervision of
the Bankruptcy Court. As part of our Chapter 11 proceedings, we filed our original Joint Plan of
Reorganization on December 20, 2002, our First Amended Joint Plan of
Reorganization on January 9, 2003, our Second Amended Joint Plan of
Reorganization on May 5, 2003 and our Third Amended Joint Plan of
Reorganization on May 19, 2003, reflecting the final negotiations with
pre-petition noteholders, pre-petition trade creditors and unionized employees.
Our Third Amended Joint Plan of Reorganization was confirmed by order of the
Bankruptcy Court on June 18, 2003, and became effective on August 1, 2003. We
realized approximately $558 million in cancellation of debt income as a result
of our reorganization. 2




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Following is a summary of some of the significant transactions consummated
on or about the effective date of our plan of reorganization.  
    
    WPC amended and restated its by-laws and filed a second amended and
restated certificate of incorporation with the Delaware Secretary of
State authorizing the issuance of up to an aggregate of 80 million shares of common stock, par value $0.01 per share, and 20 million shares
of undesignated preferred stock, par value $0.001 per share.
    
    WPC exchanged, on a pro rata basis, $275 million in senior notes and
$75 million in term notes that existed prior to its bankruptcy filing
for an aggregate of $20 million in cash, $40 million in new Series A
secured notes issued by WPSC, which are collateralized by a second lien
on our tangible and intangible assets (other than our accounts
receivable and inventory) and our equity interests in our joint ventures
and a third lien on our accounts receivable and inventory, $20 million
in new Series B secured notes issued by WPSC, which are collateralized
by a fifth lien on our tangible and intangible assets, our equity
interests in our joint ventures, and our accounts receivable and
inventory, and 3,410,000 shares of common stock of WPC constituting
34.1% thereof.
    
    WPC cancelled its then-existing senior notes and related indenture
and its then-existing term notes and the related term loan agreement.
    
    WPC cancelled all shares of its common stock that existed prior to
the implementation of our plan of reorganization, at which point we
ceased to be a subsidiary of WHX Corporation.
    
    WPSC entered into a new $250 million senior secured term loan
facility, which is guaranteed in part by the Emergency Steel Loan
Guarantee Board, the State of West Virginia, WPC and WPSCs subsidiaries
and is collateralized by a first lien on our tangible and intangible
assets (other than accounts receivable and inventory) and our equity
interests in our joint ventures and a second lien on our accounts
receivable and inventory. We also entered into a new $225 million senior
secured revolving credit facility, which is guaranteed by WPC and WPSCs
subsidiaries and is collateralized by a first lien on our accounts
receivable and inventory and a third lien on our other tangible and
intangible assets and our equity interests in our joint ventures.
    
    All of our obligations under our $195 million debtor-in-possession
credit facility were satisfied in full and discharged.
    
    WPC and WPSC entered into an agreement with WHX Corporation providing
for, among other things, a $10 million capital contribution by WHX
Corporation, the cancellation of approximately $40 million in debt owed
by us to WHX Corporation, a $10 million unsecured loan from WHX
Corporation and an agreement with respect to our separation from WHX
Corporations employee pension plan.
    
    WPC and WPSC entered into an agreement with our unionized employees
represented by the United Steelworkers of America, or USWA, which
modified our existing labor agreement to provide for, among other
things, future pension arrangements with USWA and reductions in our
employee-related costs.
    
    WPC issued 4,000,000 shares of its common stock constituting 40%
thereof for the benefit of USWA retirees in satisfaction of certain
claims under our labor agreement and an additional 1,000,000 shares of
its common stock constituting 10% thereof for the benefit of our
salaried employees.
    
    WPC issued 1,590,000 shares of its common stock constituting 15.9%
thereof to certain of our creditors in satisfaction of various unsecured
claims, including claims relating to trade debt. There are still several matters pending in the Bankruptcy Court, including
the resolution of disputed unsecured and administrative claims and certain
preference actions and other litigation where we are seeking to recover monies.
Approximately 182,736 shares of the common stock issued pursuant to the Plan of Reorganization has been
reserved for distribution to creditors pending resolution of certain disputed
claims. If those claims are ultimately allowed in whole or in part by 3




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the Bankruptcy Court, the appropriate amount of stock will be distributed to those
claimants; if the claims are disallowed, the stock will be distributed to other
creditors of the same class, pro rata. To the extent that certain
administrative and collateralized claims are allowed by the Bankruptcy Court,
those claims will be paid in cash. If and to the extent those claims are
allowed as pre-petition unsecured claims, then those creditors will receive
stock, which has been reserved as described above. In addition, we are the
plaintiffs in a number of preference actions, where we are seeking to recover
monies from creditors. We do not believe that any of these remaining
bankruptcy proceedings, individually or in the aggregate, will have a material
effect on us. Business Strategy At present, we operate as a vertically integrated manufacturer of
flat-rolled steel products. This mode of operation entails high levels of fixed
costs. Consequently, in poor market situations, where operating levels must be
reduced to match declining demand, unit costs rise and erode profit margins. In
addition, our current operations require substantial ongoing capital
investment. Our two blast furnaces, which we use to melt raw materials into
molten iron, and our four coke batteries, which produce coke required to fuel
the ironmaking process, require significant capital expenditures to maintain
operations. For example, one of our blast furnaces is expected to require a
$140 million rebuild within the next four years and three of our coke batteries
(representing 37% of our current coke battery capacity) are expected to require
$30 million rebuilds in the next three years. Our new business plan is intended to address these issues. The central
theme of our business plan is the transformation of our operations from
integrated steel production to one more closely resembling that of a mini-mill.
Mini-mills produce steel by melting scrap in electric furnaces and typically
enjoy competitive advantages such as lower capital expenditures for
construction of facilities, lower raw material costs, and limited ongoing
capital to sustain operations. We will seek to accomplish this transformation
through the idling of the one blast furnace and the three coke batteries that
would soon require substantial maintenance as described above, and through the
construction of a new electric arc furnace, as described more fully below.
Although the price of purchased scrap has risen dramatically over the past
year, and has continued to rise in 2004, primarily due to rapid economic
expansion in China, we believe the new electric arc furnace will give us a
balanced steel-making operation that can react in a positive way to raw
material supply conditions. In June 2003, WPSC entered into an agreement for the supply of equipment
and services with Junction Industries, Inc., pursuant to which Junction
Industries has agreed to sell to WPSC, equipment and services to design,
engineer, procure, fabricate, and assist WPSC in the installation,
commissioning, start-up and testing of one 250 ton (tap weight) electric arc
furnace, one Consteel scrap conveyor system, ladle metallurgy furnace, baghouse
and certain other associated equipment for incorporation into the electric arc
furnace melt shop to be constructed by WPSC at WPSCs Steubenville South plant
in Mingo Junction, Ohio. In consideration for providing such equipment and
services to WPSC, WPSC has agreed to pay Junction Industries approximately
$35.2 million. The agreement contemplates a sixteen-month construction and
commissioning schedule for the facility. The total projected cost of the
electric arc furnace is approximately $114.9 million, of which approximately $88.0 million was estimated for
completion of the project as of December 31, 2003. The electric arc furnace process utilizes both recycled scrap and scrap
substitutes to produce liquid steel with both electrical energy and oxygen
injection. The electric arc furnace process to be utilized also presents the
ability to use liquid iron as a metallic input, which can be produced using our
remaining blast furnace. The process includes a reliable scrap preheating
system to reduce electric power requirements. These advantages significantly
increase the capacity of the furnace versus traditional electric furnaces. We
also believe that this process is the most environmentally friendly process of
all the electric arc furnace technologies currently available. The introduction of the electric arc furnace should allow us to close one
of our two blast furnaces and eliminate approximately 37% of our current coke
battery capacity, which are our most capital-intensive facilities. However, any
shortages in raw materials in the steel industry at the time may impact those
decisions. In addition, the electric arc furnaces use of scrap metal rather
than coke and iron ore is expected to produce a cost structure which will more
closely track market conditions, because there tends to be a direct correlation
between the cost of scrap to be used in our steel making operations and the
market price of hot-rolled steel products. As the price of our steel products
rise and fall with the market, the price of scrap will be expected to rise and
fall, which should help protect product margins, particularly in poor steel
market conditions. Our geographic location with respect to scrap generators and 4




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rail and water transportation systems, together with the fact that the United
States is currently a net exporter of scrap, supports our belief that our scrap
purchases will not disrupt scrap market prices, or historical relationships
between scrap prices and steel product prices. Our new business plan also calls for a number of small capital projects
over the next three years intended to upgrade our rolling and finishing
facilities. New automatic roll changers are expected to be installed on the
finishing mills at our Steubenville complex hot strip mill to reduce costs and
provide additional capacity to take advantage of toll processing opportunities
for hot-roll products. At our Allenport, Pennsylvania cold mill, we plan to
upgrade our temper mill to improve the surface quality and shape of our cold
strip products. We also plan to install a final inspection line at our
Allenport facility. All of these improvements are geared toward capturing
incremental value-added critical surface and shape product sales. Construction and installation of the new electric arc furnace is projected
to be completed in November 2004 and we believe that the electric arc furnace
will reach planned capacity approximately six months later. As of December 31, 2003, the projected cost of the electric arc furnace
and the other restructuring capital projects provided for in our new business
plan for 2004 and beyond is approximately $110.9 million. It is anticipated
these amounts will be expended over a period of three years as set forth in the
table below: Projected Restructuring Capital Expenditures(Dollars in Millions)2004
    
    2005
    
    2006Electric Arc Furnace
    
    $
    85.6
    
    
    $
    2.4
    
    
    $
    Hot Strip Mill Roll Changers
    
    
    
    
    
    
    
    
    
    
    12.5Allenport Cold Mill Improvements
    
    
    0.9
    
    
    
    7.6
    
    
    
    1.9$
    86.5
    
    
    $
    10.0
    
    
    $
    14.4
 In addition, a major rebuild of the No. 8 Coke Battery will be required
with construction expected to occur in 2006. This rebuild is currently
expected to require a capital investment of approximately $75 million. The
spending for this investment will occur over the 3 year period of 2005 through
2007. Following completion of this rebuild, it is anticipated that the coke
battery will have a service life of 12-15 years. These capital expenditures are expected to be financed with operating cash
flows and borrowings under our new term loan facility and revolving credit
facility, which we entered into pursuant to our plan of
reorganization. The electric arc furnace project is fully funded
through a restricted cash account set up pursuant to our POR. 5




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Products and Product Mix The table below reflects the historical product mix of our shipments,
expressed as a percentage of tons shipped. Historical Product MixYear Ended December 31,2003
    
    2002
    
    2001Product Category:Higher Value-Added Products:Cold-Rolled
Products  Trade
    
    
    11.0
    %
    
    
    11.6
    %
    
    
    9.2
    %Cold-Rolled Products 
Wheeling-Nisshin
    
    
    19.6
    
    
    
    20.0
    
    
    
    20.0Coated Products
    
    
    4.9
    
    
    
    6.1
    
    
    
    4.4Tin Mill Products
    
    
    13.1
    
    
    
    13.0
    
    
    
    10.8Fabricated Products
    
    
    21.8
    
    
    
    21.5
    
    
    
    24.6Higher Value-Added Products
as a Percentage of Total
Shipments
    
    
    70.4
    %
    
    
    72.2
    %
    
    
    69.0
    %Hot-Rolled Products
    
    
    29.6
    
    
    
    26.4
    
    
    
    31.0Semi-Finished
    
    
    0.0
    
    
    
    1.4
    
    
    
    0.0Total
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %Average Net Sales Per Ton
    
    $
    436
    
    
    $
    443
    
    
    $
    412
 Products produced by us are described below. These products are sold
directly to third party customers and to Wheeling-Nisshin and OCC pursuant to
long-term supply agreements. Hot-Rolled Products.Hot-rolled coils represent the least processed of
our finished goods. Approximately 70.4% of our production of hot-rolled coils
during the year ended December 31, 2003 was further processed into value-added
finished products. Hot-rolled black or pickled (acid cleaned) coils are sold to
a variety of consumers such as converters/processors, steel service centers and
the appliance industries. 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. Coated Products.We manufacture a number of corrosion-resistant,
zinc-coated products, including hot-dipped galvanized 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. Our trade sales of galvanized
products are heavily oriented to unexposed applications, principally in the
appliance, construction, service center and automotive 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 manufacture of pails
and 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 our sales of these products are
concentrated in container markets, we also market products for automotive
applications, such as oil filters and gaskets. We produce all of our tin-coated
products through OCC. OCCs tin coating mill has a nominal annual capacity of
250,000 net tons. Fabricated Products.Fabricated products consist of cold-rolled or coated
products further processed mainly via sheeting and roll forming and are sold by
the construction, agricultural and specialty products groups. 6




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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. Agricultural Products.Agricultural products consist of roll-formed
corrugated sheets that are used as roofing and siding in the construction of
barns, farm machinery enclosures, light commercial buildings and certain
residential roofing applications. Specialty Products.Specialty products consist of coil and galvanized
sheet steel supporting the culvert and heating, ventilation and air
conditioning markets. The specialty products are produced by WCC,
Wheeling-Nisshin, Feralloy-Wheeling Specialty Processing Co. (of which we own
a 49% equity interest, which has been pledged to secure certain of our debt
obligations) and by contract service providers. Revenues from external customers by product line for each of the three
fiscal years ended December 31, 2003, were as follows: Revenues by Product(Dollars in Thousands)ReorganizedCompany
    
    
    
    
    
    Predecessor CompanyFor the Five
    
    For the SevenMonths Ended
    
    Months Ended
    
    For the Year EndedDecember 31,
    
    July 31,
    
    December 31,2003
    
    2003
    
    2002
    
    2001Product:Hot Rolled
    
    $
    85,305
    
    
    $
    106,545
    
    
    $
    179,530
    
    
    $
    152,787Cold Rolled
    
    
    143,925
    
    
    
    243,841
    
    
    
    387,384
    
    
    
    295,452Galvanized
    
    
    22,575
    
    
    
    26,446
    
    
    
    62,712
    
    
    
    25,353Fabricated products
    
    
    137,137
    
    
    
    179,083
    
    
    
    306,254
    
    
    
    337,693Coke and coke by products
    
    
    5,752
    
    
    
    9,155
    
    
    
    15,408
    
    
    
    15,245Conversion and other*
    
    
    2,208
    
    
    
    5,369
    
    
    
    28,705
    
    
    
    9,110$
    396,902
    
    
    $
    570,439
    
    
    $
    979,993
    
    
    $
    835,640
 * Includes conversion, semi-finished and resale products. Wheeling-Nisshin WPSC owns a 35.7% equity interest in Wheeling-Nisshin, which is a joint
venture between Nisshin Steel Co., Ltd. and WPSC. Wheeling-Nisshin owns a
state-of-the-art processing facility located in Follansbee, West Virginia which
has capacity to produce over 700,000 annual tons of coated steel and offers
some of the lightest-gauge galvanized steel products manufactured in the United
States for construction, heating, ventilation and air-conditioning and
after-market automotive applications. Wheeling-Nisshin products are marketed
through trading companies, and its net sales are not consolidated into our net
sales. WPSC is a party to a supply agreement with Wheeling-Nisshin that expires
in 2013. Pursuant to that agreement, WPSC provides 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 and at negotiated
prices based on prevailing actual market rates. Shipments of steel by WPSC to
Wheeling-Nisshin were approximately 439,931 tons, or 19.8% of our total tons
shipped during the year ended December 31, 2003, approximately 445,000 tons, or 20.1% of our
total tons shipped during the year ended December 31, 2002, and approximately
412,023 tons, or 20.3% of our total tons shipped during the year
ended December 31, 2001. We derived approximately 16.3% of our
net sales from sales of steel to Wheeling-Nisshin in 2003. 7




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A shareholders agreement among WPSC, Nisshin Steel Co., Ltd. and
Wheeling-Nisshin contains provisions that may directly or indirectly restrict
the transfer of the shares of Wheeling-Nisshin owned by WPSC, including the
following:  
    
    WPSC may not sell its Wheeling-Nisshin shares at any time that it is
in breach of the shareholders agreement or any other agreement with
Wheeling-Nisshin, including the supply agreement.
    
    If WPSC seeks to sell some or all of its Wheeling-Nisshin shares, it
must first offer to sell, transfer or assign the offered shares to the
other Wheeling-Nisshin shareholder. In addition, WPSC has pledged its shares in Wheeling-Nisshin to the
lenders under our new term loan facility and revolving credit facility, to the
holders of our new Series A Notes and Series B Notes and in connection with its
ore sales agreement with Itabira Rio Doce Company, Ltd., in each case, to
secure our obligations thereunder. Ohio Coatings Company WPSC owns a 50% voting interest and an approximate 44% equity interest in
OCC, which is a joint venture among WPSC, Dong Yang Tinplate America Corp., a
leading South Korea-based tin plate producer and Nippon Steel Trading America,
Inc., formerly known as Nittetsu Shoji America, a U.S.-based tinplate importer.
Dong Yang Tinplate America also holds a 50% voting interest and an approximate
44% equity interest in OCC. Additionally, Nippon Steel Trading America holds
non-voting preferred stock in OCC, which represents an approximate 11% equity
interest in OCC and is subject to repurchase by 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. We produce all
of our tin coated products through OCC. Pursuant to a raw material supply agreement between WPSC and OCC, WPSC 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 at negotiated prices
based on prevailing actual market rates. We derived approximately 11.2% of our
net sales from sales of steel to OCC in 2003. Prior to July 17,
2003, WPSC was
the exclusive distributor for all of OCCs products and Nippon Steel Trading
America marketed approximately 70% of OCCs products as a distributor for WPSC.
However, in connection with OCCs refinancing described below, which closed
April 18, 2003, OCCs distribution arrangements with WPSC and Nippon Steel
Trading America have been modified such that, effective as of July 17, 2003,
Nippon Steel Trading America became the exclusive distributor for approximately
70% of OCCs tin mill products and WPSC remained the exclusive distributor for
the remaining 30% of OCCs tin mill products. For the years ended December 31,
2003, 2002 and 2001, OCC had an operating income of $8.7 million, $6.6 million
and $3.8 million, respectively. A shareholders agreement among WPSC, Dong Yang Tinplate America, Nippon
Steel Trading America and OCC contains certain provisions that may directly or
indirectly restrict WPSCs ability to transfer its shares of OCC, including the
following:  
    
    Any pledge, transfer or other distribution of shares of OCC must be
previously approved by shareholders holding at least 66 2/3% of the
voting power of the common shares of OCC.
    
    For 45 days after a shareholder receives notice from the other party
that a change of control of the other party has occurred, the party
receiving notice has the option to purchase all of the shares owned by
the other party at a price equal to $10,000 per share plus interest or
fair market value, whichever is higher. For purposes of the
shareholders agreement, change of control means, the transfer to
persons (other than a holding company) of a majority of a partys
capital stock, or any transfer of substantially all of a partys assets. WPSC has pledged its shares in OCC to the lenders under our new term loan
facility and revolving credit facility, and to the holders of our new Series A
Notes and Series B Notes and in connection with its ore sales agreement with
Itabira Rio Doce Company, Ltd., in each case, to secure our obligations
thereunder. 8




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In April 2003 OCC refinanced its credit facility and entered into a new
credit agreement with Bank of America, N.A., providing for a revolving line of
credit for loans and letters of credit in an amount of up to $18 million and a
term loan in the aggregate principal amount of $4.3 million. As a condition to
the refinancing, Bank of America required, among other things, that:  
    
    OCCs distribution arrangements with WPSC and Nippon Steel Trading
America be modified;
    
    WPC enter into a subordination agreement, acknowledging that the
accounts payable owed by OCC to WPC be subordinate to any indebtedness
owed by OCC to Bank of America under OCCs new credit agreement; and
    
    WPSC enter into a no-offset agreement, agreeing that it will not
offset against accounts payable to OCC any indebtedness owing by OCC to
WPSC and further agreeing that Bank of America can seek payment directly
from WPSC for indebtedness owed by WPSC to OCC. Customers We market an extensive mix of products to a wide range of manufacturers,
converters and processors. Our 10 largest customers (including Wheeling-Nisshin
and OCC) accounted for approximately 42.5% of our net sales during the year
ended December 31, 2003, 50.4% of our net sales during the year ended December
31, 2002, and 43.9% of our net sales during the year ended December 31, 2001.
Wheeling-Nisshin accounted for approximately 16.3% of our net sales during the
year ended December 31, 2003, 15.6% of our net sales during the year ended
December 31, 2002, and 14.6% of our net sales during the year ended December 31,
2001. OCC accounted for approximately 11.2% of our net sales in 2003, and 10.6%
of our net sales during the year ended December 31, 2002. Geographically, the
majority of our customers are located within a 350-mile radius of the Ohio
Valley. However, we have taken advantage of our river-oriented production
facilities to market via barge into more distant locations such as the Houston,
Texas and St. Louis, Missouri areas. Shipments historically have been concentrated within seven major market
segments: steel service centers, converters/processors, construction,
agriculture, container, automotive and appliances. Our overall participation in
the construction and the converters/processors markets substantially exceeds
the industry average and our reliance on automotive shipments, as a percentage
of total shipments, is substantially less than the industry average. The table set forth below reflects the percentage of total net tons shipped to
our major market segments: Percentage of Total Net Tons ShippedYear Ended December 31,2003
    
    2002
    
    2001Steel Service Centers
    
    
    27
    %
    
    
    29
    %
    
    
    29
    %Converters/Processors(1)
    
    
    28
    
    
    
    27
    
    
    
    27Construction
    
    
    20
    
    
    
    17
    
    
    
    22Agriculture
    
    
    3
    
    
    
    6
    
    
    
    4Containers(1)
    
    
    16
    
    
    
    15
    
    
    
    11Automotive
    
    
    1
    
    
    
    1
    
    
    
    1Appliances
    
    
    1
    
    
    
    2
    
    
    
    2Exports
    
    
    2
    
    
    
    
    
    
    
    1Other
    
    
    2
    
    
    
    3
    
    
    
    3Total
    
    
    100
    %
    
    
    100
    %
    
    
    100
    %
   (1)
    
    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 our major customer categories: 9




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Steel Service Centers.The shipments to steel service centers are
heavily concentrated in the areas of hot-rolled and hot-dipped galvanized
coils. Due to increased internal 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.Shipments to the converters/processors market
are principally 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. The converters/processors
industry also represents a major outlet for our hot-rolled products, which
are converted into finished commodities such as pipe, tubing and cold-rolled
strip. Construction.The shipments to the construction industry are heavily
influenced by fabricated product sales. We service the non-residential and
agricultural building and highway industries, principally through shipments
of hot-dipped galvanized and painted cold-rolled products. We have been able
to market our products into broad geographical areas due to our numerous
regional facilities. Agriculture.The 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. Containers.The vast majority of 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 shipments to this
market consists of cold-rolled products for pails and drums. As a result of
our OCC joint venture, we phased out our existing tin mill production
facilities. WPSC and Nippon Steel Trading America distribute tin products
produced by OCC. Automotive.Unlike many of our competitors, we are not heavily
dependent on shipments to the automotive industry. However, we have been
suppliers of tin mill products for automotive applications, such as oil
filters and gaskets. Appliances.The shipments to the appliance market are concentrated in
hot-dipped galvanized and hot-rolled coils. These products are furnished
directly to appliance manufacturers as well as to blanking, drawing and
stamping companies that supply original equipment manufacturers. We have
concentrated on niche product applications primarily used in washer/dryer,
refrigerator/freezer and range appliances. Sales and Marketing Our sales and marketing functions are located in our Wheeling, West
Virginia, headquarters. Sales are handled by customer service employees and
sales personnel. We advertise and promote our products and services principally
at industry conventions and trade shows where we distribute brochures promoting
all of our product lines. Our customer service personnel respond to price quotation requests and
accept incoming orders from, and provide order status and shipping information
to, our customers. Our sales force contacts existing and potential customers
directly to promote our products and also collects field intelligence for the
marketing group. Our marketing department analyzes the needs of our current
customers and our product mix and identifies market opportunities. The
marketing department also determines pricing, product mix, lead times, and
freight equalization, performs order entry, and responds to requests for data
from various trade organizations and governmental agencies. Our sales force separates into two distinct sales groups consisting of our
steel division and WCC, our corrugating division. Steel division products
include, in ascending value order, hot-rolled, cold-rolled, galvanized steel
products and tin mill products. Generally, there are improved margins within
each category because selling prices increase and cost absorption is enhanced
as steel is processed from hot-rolled to cold-rolled to galvanized. WCC is
divided 10




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into three unique product groups, including construction products,
agricultural products and specialty products. WCCs product groups are
generally higher value added than those of our steel division. Our commercial sales and marketing strategy has the following three main
aspects:  
    
    Optimize the Sale of Down-Stream Value-Added Products.Our strategy
is to continue to move our product mix away from the commodity markets
and hot-rolled products and toward higher value-added products with a
higher engineering content and products that go to final customers. We
intend to increase our market penetration of cold-rolled products and
reduce our reliance on hot-rolled products through capital expenditures
and changes in operating practices at our Allenport and Yorkville cold
finishing mills. Expanding WPSCs role by providing Class I cold-rolled
products as well as single billing that includes various outside
services, increases product offerings to existing and potential
customers. These initiatives attract the desirable OEM marketplace and
reduce reliance on service centers.
    
    Reduce Reliance on the Spot Market.While product mix is a key
profit factor, so too is customer mix. We believe that contract business
(in excess of three months) offers insulation from the volatility of the
spot market. However, contract type business also could limit upside
potential in a tight market situation. A reasonable balance offers
relatively predictable volumes, and an opportunity to enhance product
mix as well as to enjoy spot opportunities. Our steel division has
targeted sales to end use customers at 50%, as opposed to current sales
of approximately 29%, because end users typically fall into the contract
business category. Generally, end users are more concerned with
reliability, quality and consistency than are service centers and
converters and processors. Our steel side commercial strategy is to
enhance profitability through an ever-improving product mix and to
target customers that purchase our products over prolonged periods of
time and value consistency of supply.
    
    Promote Services as a Means to Differentiate From Other Producers.
We believe that our company is a more attractive alternative than the
larger steel producers. Serving customers of smaller volume is an
important part of our culture. These customers are typically more loyal
and less price sensitive than larger customers. There is a high degree
of customer involvement at the most senior levels of our companys
management. This access improves dialogue on market conditions, quality
and any other issues deemed important by our companys customers.
Planned information technology development within our company may
enhance customer satisfaction and streamline customer service through
improved delivery performance and reduction of invoicing errors and
entry delays. These enhancements to our order entry, scheduling and
invoicing systems are expected to cost approximately $1.6 million and be
in place during the first quarter of 2005. Advanced information
technology may enhance our marketplace image and functionality.
Additional data analysis is expected to be added in the future for
customer access and use, including order tracking and pricing inquiries.
These service initiatives are a key factor in differentiating our
company from other steel mills. Manufacturing Process In our primary steel-making 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 our basic oxygen furnace
process where impurities are removed, recycled scrap is added and metallurgical
properties for end use are determined on a batch-by-batch (heat) basis. Our
basic oxygen furnace has two vessels, each with a steel-making capacity of 285
tons per heat. From the basic oxygen furnace, the heats of steel are sent to
the ladle metallurgy facility, where the temperature and chemistry of the steel
are adjusted to precise tolerances. Liquid steel from the ladle metallurgy
facility 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 our downstream operations. Finished products are normally shipped
to customers in the form of coils or fabricated products. We have linked our
steel-making and rolling equipment with a computer based manufacturing control
system to coordinate production tracking and status of customer orders. Under our current business plan, we intend to transform our manufacturing
operations with the construction of a new continuous electric arc furnace.
Utilizing both electric energy and oxygen injection, the electric arc furnace 11




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process melts recycled scrap and scrap substitutes, rather than iron ore and
coke, to produce liquid steel. In addition, the electric arc furnace process to
be utilized has the opportunity to use liquid iron as a metallic input, which
can be produced using our blast furnace. The continuous process also includes a
reliable scrap preheating system to reduce electric power requirements. The
introduction of the electric arc furnace should allow us to maximize cash flow
by utilizing the lowest cost competing raw materials. Raw Materials We have a long-term contract to purchase our iron ore requirements through
2009. The iron ore price is based upon prevailing world market prices less 3%.
We generally consume approximately 3 million gross tons of iron ore pellets in
our blast furnaces annually. We also obtain iron ore from spot and medium-term
purchase agreements at prevailing world market prices. We have a long-term supply agreement with a third party to provide us with
a substantial portion of our metallurgical coal requirements at market prices
which have remained relatively stable in recent years. Our coking operations
require a substantial amount of metallurgical coal. We currently produce approximately 90% to 95% of our coke requirements and
burn the resultant by-product coke oven gas in downstream operations instead of
natural gas. In 2003, we consumed approximately 1.4 million tons of coking coal
in the production of blast furnace coke. We sell our excess coke oven
by-products to third party trade customers. Beginning
in 2003 and continuing into 2004, coal, coke and scrap prices
increased dramatically for purchases in the spot market. We are passing these
costs through to the customer when possible. Our 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 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. However, the
rapid economic expansion in China in 2003, among other factors, has affected
the supply of steel in the United States and allowed price increases to offset
higher raw material costs. Certain of our raw material supply contracts
provide for price adjustments in the event of increased commodity or energy
prices. Natural gas prices have been volatile in the past, having increased 48%
in 2000 and 24% in 2001 before declining 25% in 2002. Natural gas prices
increased 62% in 2003 and remain higher than historical levels due to an
unusually long and cold winter in 2003 followed by military action in Iraq and
the increased use of natural gas by electric utilities. Limestone, oxygen and
electricity prices have remained relatively stable in recent years. We are presently dependent on external steel scrap for approximately 14.7%
of our steel melt. The introduction of our new electric arc furnace will
increase our dependence on external scrap. Since there tends to be a direct
correlation between the cost of scrap and the market price of hot-rolled steel
products over time, the price of scrap has generally risen and fallen as the
price of our steel products has risen and fallen with the market. In the
current market, rapid increases in scrap costs across the steel industry have
led to surcharges to recover historic price relationships. Our geographic
location with respect to scrap generators and rail and water transportation
systems, together with the fact that the United States is currently a net
exporter of scrap, supports our belief that scrap will be available to us and
that our scrap purchases will not disrupt market prices, or historical
relationships between scrap prices and steel product sales. Also, the new
electric arc furnace will be able to accept liquid iron as a metallic input,
which is expected to provide the Company the flexibility to manage the cost of
the metallic inputs of scrap versus iron ore. Backlog Our backlog was 482,514 net tons at December 31, 2003, compared to 312,177
net tons at December 31, 2002. Most orders related to the backlog at December
31, 2003 are expected to be shipped during the first quarter of 2004, subject
to delays at the customers request. The order backlog represents orders
received but not yet completed or 12




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shipped. In times of strong demand, a higher
order backlog may allow us to increase production runs, thereby enhancing
production efficiencies. Energy Requirements Many of our major facilities that use natural gas are equipped to use
alternative fuels. During 2003, coal constituted approximately 71% of our total
energy consumption, natural gas 24% and electricity 5%. In recent months,
natural gas prices have fluctuated significantly. We continually monitor our
operations regarding potential equipment conversion and fuel substitution to
reduce energy costs. Employment At December 31, 2003, we had 3,137 employees of whom 2,478 were
represented by USWA, 76 were represented by other unions, 533 were salaried
employees and the remaining 50 were non-union operating employees. We have not
experienced any
work stoppages since 1997. On August 12, 1997, WPSC and USWA entered into
a labor agreement, which was restated and modified on October 1, 2001 and
further modified on January 15, 2002 and again on the effective date of our
plan of reorganization pursuant to a new labor agreement between WPC, WPSC and
USWA, which expires (if not previously terminated) on September 1, 2008. The
labor agreement includes, among other things, a retirement incentive program
for up to 650 employees, provisions regarding wages, health care and pension
benefits, profit sharing and employee security. Competition The steel industry is cyclical in nature and has been marked historically
by overcapacity, resulting in intense competition. We face increasing
competitive pressures from several types of companies, including:  
    
    mini-mills, such as Nucor Corporation and Gallatin Steel Company;
    
    processors, such as GalvTech LP and Winner Steel, Inc.;
    
    domestic integrated steel producers, such as Rouge Steel Company,
United States Steel Corporation, Weirton Steel Corporation (which
recently announced an agreement to be acquired by International Steel
Group, Inc.), International Steel Group Inc. (formerly LTV Steel
Company, Inc.), AK Steel Corporation and WCI Steel, Inc.; and
    
    steel producers from Europe, Asia and other regions. We believe that the main competitive factors in our market are:  
    
    quality;
    
    reliability;
    
    product market price;
    
    product offerings;
    
    location and shipping costs; and
    
    raw material and operating costs. Domestic integrated steel producers like us have lost market share in
recent years to domestic mini-mill producers. Mini-mills are generally
smaller-volume steel producers that melt ferrous scrap metals, their basic raw
material, in electric furnaces. Although mini-mills generally produce a
narrower range of steel products than integrated producers, mini-mills, which
rely on less capital-intensive steel production methods, typically have 13




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certain
advantages over integrated producers, such as lower capital expenditures for
construction of facilities, lower raw material costs and limited ongoing
capital needs to sustain operations. Additionally, since mini-mills 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
mini-mill capacity has been constructed and these mini-mills now compete with
integrated producers in product areas that traditionally have not faced
significant competition from mini-mills. These mini-mills compete with us
primarily in the commodity flat-rolled steel market. In the long term, such
mini-mills may also compete with us in producing value-added products.
Mini-mills produced approximately 50.4% of domestic raw steel production in
2002 and 48.9 % in 2003. We compete with processors primarily in the commodity flat-rolled steel
market and in the areas of slitting, cold-rolling and coating. In the long
term, processors may also compete with us in producing value-added products. We also face competition from domestic and foreign integrated producers.
The increased competition in commodity product markets influence integrated
producers to increase product offerings to compete with our custom products.
Additionally, 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. Steel producers from Korea, Taiwan, Brazil, and other large
economies such as Russia and China have also recognized the United States as a
target market. Steel imports of flat-rolled products as a percentage of
domestic apparent consumption, excluding semi-finished steel, have been approximately 20% in
2001, 21% in 2002 and 16% in 2003. Imports surged in 1998 due to severe
economic conditions in Southeast Asia, Latin America, Japan and Russia, among
others. Average import customs values in December 2002 continued to be
depressed with the average import value of some key finished steel products
below values reported in the depths of the 1998 crisis. 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. We also compete, in a sense, with producers of other materials that can be
used in place of steel. Total annual steel consumption in the United States has
fluctuated between 88 million and 131 million tons since 1991, declining from
approximately 131 million tons in 2000 to approximately 123 million tons in
2001, 126 million in 2002 and 120 million tons in 2003. Imports of finished
steel totaled approximately 28 million tons in 2000 and declined to
approximately 24 million tons in 2001 and 2002 and 18 million tons in 2003. A
number of steel substitutes, including plastics, aluminum, composites and
glass, have reduced the growth of domestic steel consumption. The combination of increased domestic mini-mill capability, high U.S.
dollar exchange rates, high import levels over several years and reduced
domestic economic activity in recent years resulted in dramatically reduced
domestic prices for most products and extreme financial distress in the
domestic steel industry. Since January 1998, over 30 steel companies, including
our company, have filed for protection under Chapter 11 of the Bankruptcy Code. On December 4, 2003, President Bush announced the rescission of trade
remedies previously announced in March 2002, which were intended to provide
protection against imports from certain countries. The elimination of the
protections offered by these trade remedies may lead to increased competition
from foreign importers and could have an adverse effect on our business,
financial condition or results of operations. In the near term this factor has
been offset by a high level of steel imports into China, which has been
experiencing rapid growth, by a lower U.S. dollar exchange rate, and higher
ocean shipping costs. Certain Effects of Compliance with Environmental Regulations See
Item 3 - Legal Proceedings under the heading Environmental Matters
for a discussion of certain effects with regard to our compliance with
environmental regulations. 14




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Business Risk Factors Our business, results of operations and financial condition may be
materially and adversely affected due to any of the following risks. We may not be able to generate sufficient operating cash flow to service or
refinance our indebtedness. We are highly leveraged. As of December 31, 2003, our current assets
total $267.3 million, including $146.9 million of inventory, and our current
liabilities total $259.5 million. As of December 31, 2003, our total secured
indebtedness was approximately $340.7 million and total shareholders equity
was approximately $104.6 million. We expect that our total debt service
obligations will equal approximately $29.3 million in 2004 (assuming an average
blended interest rate of 4.7% per annum) and $45.6 million in 2005 (assuming an
average blended interest rate of 5.0% per annum) and that our debt service
obligations will increase approximately $2.5 million for each 1.0% increase in
interest rates. Although we believe that we will be able to generate sufficient
operating cash flow to pay interest on all of our outstanding debt as those
payments become due, there can be no assurance we will be able to do so. Our
ability to meet our ongoing debt service obligations will depend on our ability
to implement our business plan and a number of other factors, including factors
beyond our control. There can be no assurance that we will generate sufficient
operating cash flow to repay, when due, the principal amounts outstanding under
our credit agreements at final maturity (which is expected to be in 2008 in the
case of the term loan agreement and 2006 in the case of the revolving loan
agreement) or the other indebtedness described herein. We expect that we will
be required to refinance such amounts as they become due and payable; however,
there can be no assurance that any such refinancing will be consummated or, if
consummated, will be in an amount sufficient to repay our obligations or will
be on terms satisfactory to us. If we are unable to refinance all or any
significant portion of our indebtedness, we may be required to sell assets or
equity interests in our company, and there can be no assurance that such sales
will be consummated or, if consummated, will be in an amount sufficient to
repay our obligations in full or will be on terms satisfactory to us. We may not be able to comply with our financial covenants. We are subject to certain financial covenants contained in the credit
agreements, including without limitation, a covenant under our
revolving credit facility that we will maintain net
borrowing availability of at least $50 million through at least March 31,
2005. As of December 31, 2003, our net excess availability over
the required minimum $50 million net borrowing availability was
$6.7 million. Our ability to comply with these financial covenants will depend on our
future performance, which may, in turn, be subject to prevailing economic
conditions and other factors beyond our control. Our failure to comply with
these covenants could result in a default or an event of default, permitting
the lenders to accelerate the maturity of our indebtedness under the credit
agreements and to foreclose upon any collateral securing our indebtedness. Any
default, event of default or acceleration could also result in the acceleration
of our other indebtedness to the extent the documents governing our other
indebtedness contain cross-default or cross-acceleration provisions. Restrictive covenants in our debt instruments may limit our flexibility. Our credit agreements contain restrictive financial and operating
covenants, including provisions that limit our ability to make capital
expenditures. Although we believe that we will have sufficient resources and
flexibility under the credit agreements to make the capital expenditures
necessary to maintain our competitive position, there can be no assurance that
we will be able to make all necessary capital expenditures. If we are unable to
make necessary capital expenditures as a result of these covenants, our
competitive position could be adversely affected. Our high leverage, together
with restrictions that have been placed on us under the credit agreements may
limit our ability to obtain additional financing and to take advantage of
significant business opportunities that may arise. In addition, such leverage
will increase our vulnerability to adverse general economic and steel industry
conditions. Our business is subject to intense competition. We believe we are the sixth largest integrated steel producer in the
United States. We compete with domestic steel producers, steel processors,
mini-mills and foreign importers. Many of our large competitors have superior
credit ratings and, because of these competitors larger size and superior
credit ratings, we may be at a disadvantage in competing with them. In
addition, our volume and selling prices are dependent on the behavior of our 15




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competitors, some of which already enjoy better cost structures than we do.
Some of our competitors are in
bankruptcy and may emerge from bankruptcy with more favorable cost
structures than ours. There can be no assurance that our competitors will not
be successful in capturing our market share or that we will not be required to
reduce selling prices in order to compete with them. Domestic integrated steel producers like us have lost market share in
recent years to domestic mini-mill producers. Mini-mills produce steel by
melting scrap in electric furnaces. Although mini-mills generally produce a
narrower range of steel products than integrated producers, they typically
enjoy competitive advantages over integrated steel producers such as lower
capital expenditures for construction of facilities, lower raw material costs
and non-unionized work forces with lower employment costs and more flexible
work rules. The United States is the largest steel consuming country in the western
world and represents a major market for steel producers from Europe, Japan,
Korea, and other foreign countries. We sell approximately 99% of our products
to the domestic U.S. market. Steel imports to the United States accounted for
an estimated 19% of the domestic steel market for the year 2003, 26% for the
year 2002 and 24% for the year 2001. Imports of steel to the U.S. generally
depress domestic price levels and have an adverse effect upon our revenue,
income and cash flows. We depend significantly on our suppliers for raw materials. We purchase the raw materials used to produce our products from a limited
number of suppliers. We rely on our relationships with these suppliers to allow
us to produce the products we sell. While we currently have favorable working
relationships with our suppliers, we cannot be sure that these relationships
will continue in the future. Additionally, we cannot guarantee the availability
or pricing of raw materials. If any of our suppliers were to experience price
increases or disruptions to their business, such as labor disputes, supply
shortages or distribution problems, we might not be able to satisfactorily
fulfill our customers orders and our business, financial condition and results
of operations could be materially and adversely affected. We may be unsuccessful in constructing and operating our electric arc furnace. Our business plan depends, in part, upon the successful construction and
operation of a new electric arc furnace in order to increase productivity and
profitability. We have not previously constructed an electric arc furnace. In
addition, our new electric arc furnace will be the worlds largest operation of
its kind. This process of constructing a new facility (especially at a scale
larger than any currently in use) is a considerable undertaking, requiring
substantial expense and time, as well as the coordination of numerous
contractors and other third parties. Many factors beyond our control, such as
compliance with environmental regulations, technical or mechanical problems,
lack of availability of capital and other factors, may prevent or hinder our
completing this project or completing it within our projected budget and time
schedule. Failure to successfully manage the construction of the facility, to
successfully meet timing and cost projections, or to successfully begin
operation of the electric arc furnace may adversely affect our business
prospects and competitive position in the industry. In addition, electric arc furnaces occasionally experience quality control
issues due to the large percentage of scrap used. If we experience significant
quality control problems, our competitive position in the industry may be
adversely affected. Our industrys excess production capacity may negatively affect our cash flow
and results of operations. In recent years, global steel production capacity has exceeded global
demand for steel products. This has caused shipment and production levels in
the industry, including for our operations, to vary from year to year and from
quarter to quarter, affecting our cash flows and results of operations. Over
the past five years, our steel shipments have varied from a high of 2.4 million
net tons in 1999 to a low of 2.0 million net tons in 2001 and production levels
as a percentage of capacity have ranged from a high of 101.9% in 1998 to a low
of 81.0% in 2001. Many factors influence these results, including demand in the
domestic market, international currency conversion rates and domestic and
international government actions and economic conditions. Excess production
capacity, as well as other factors, can result in lower market prices for our
products. Our success is largely dependent on prices for our 16




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products and any
substantial or extended decline in the price of our products below current
levels will have a material adverse effect on our business operations and
future revenues. Demand for our products is cyclical. Demand for most of our products is cyclical in nature and sensitive to
general economic conditions. Our business supports cyclical industries such as
the appliance and construction industries. As a result, downturns in the U.S.
economy or in any of the industries we support could adversely affect our
results of operations and cash flows. We cannot be sure that we will be able to
sustain our level of total revenue or rate of revenue growth, if any, on a
quarterly or annual basis. It is likely that, in some future quarters, our
operating results may fall below our targets and the expectations of stock
market analysts and investors. In such event, the price of our common stock
could decline significantly. We may have additional capital needs for which our internally generated cash
flow and borrowing may not be adequate. Our
operations are capital intensive. Our projections as of
December 31, 2003, forecast that
capital expenditures for the four-year period ending December 31, 2007 will
aggregate approximately $302.2 million, which includes $88.0 million for the
electric arc furnace that is provided from a restricted cash account. There can
be no assurance that we will be able to fund these requirements from operating
cash flow and out of the proceeds of borrowings under the credit agreements,
although our projections assume we will. If we are unable to fund our capital
requirements, we may be unable to execute our business plan. A significant interruption or casualty loss at any of our facilities could
reduce our production. Our steel-making facilities may experience a major accident and may be
subject to unplanned events such as explosions, fires, inclement weather, acts
of God, terrorism, accidents and transportation interruptions. Any shutdown or
interruption of a facility would reduce the production from that facility and
we would be unable to conduct our business for an indefinite period of time at
that facility, which would substantially impair our business. To the extent
these events are not covered by insurance, our cash flows may be adversely
impacted by events of this type. A substantial portion of our workforce is unionized, which could affect our
business. The majority of our hourly employees are covered by a collective
bargaining agreement with the USWA that expires on September 1, 2008. Other
hourly employees either are represented by other unions or are non-union
operating employees. Although we believe that we have favorable relationships
with our union employees, we have experienced work stoppages in the past. Any
potential strikes or work stoppages in the future, and the resulting adverse
impact on our relationships with our customers, could have a material adverse
effect on our business, financial condition or results of operations.
Additionally, other steel producers may have or may be able to negotiate labor
agreements that provide them with a competitive advantage. In addition, many
mini-mill producers and certain foreign competitors and producers of comparable
products do not have unionized work forces. This may place us at a competitive
disadvantage. Environmental compliance and remediation could decrease our net cash flow,
reduce our results of operations and impair our financial condition. Our business is subject to numerous federal, state and local laws and
regulations relating to the protection of the environment. These laws are
constantly evolving and have become increasingly stringent. The ultimate impact
of complying with existing laws and regulations is not always clearly known or
determinable because regulations under some of these laws have not yet been
promulgated or are undergoing revision. These environmental laws and
regulations, particularly the Clean Air Act, could result in substantially
increased capital, operating and compliance costs. We also are involved in a
number of environmental remediation projects at operating locations and are
involved in a number of other remedial actions under federal and state law.
Environmental expenditures were $1.0 million in 2003, $1.7 million in 2002 and
$0.8 million in 2001. Accrued environmental liabilities total $14.7 million as
of December 31, 2003. 17




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##### Table of Contents



If we are unable to comply with environmental regulations, we may be
unable to maintain our operations, and if the costs of compliance exceed our
projections, our business, financial condition and results of operations could
suffer materially. Our healthcare costs for active employees and future retirees may exceed our
projections and may negatively affect our competitive position. We maintain defined benefit retiree healthcare plans covering all union
represented employees upon their retirement. We also provide medical benefits
for retired salaried employees until they reach the age of 65. Healthcare
benefits for active employees and future retirees are provided through
comprehensive hospital, surgical and major medical benefit provisions or
through health maintenance organizations, both the subject of various
cost-sharing features. These benefits are provided for the most part based on
fixed amounts negotiated in labor contracts with the appropriate unions. If our costs
under our benefit programs for active employees and future retirees exceed our
projections, our business, financial condition and results of operations could
be materially adversely affected. Additionally, mini-mills, foreign competitors
and many producers of products that compete with steel typically provide lesser
benefits to their employees and retirees, and this difference in cost could
adversely impact our competitive position. Our collective bargaining
agreement entered into pursuant to our plan of reorganization
provides for fixed contributions and profit-sharing commitments to a
VEBA trust. The VEBA trust was established to provide health care and
death benefits to certain current retirees and their dependants. See
Item 7  Management's Discussion and Analysis of Financial
Condition and Results of Operations under the caption of VEBA
Trust for further information about the VEBA trust. Certain U.S. federal income tax considerations may increase the amount of taxes
we pay and could affect our ability to implement our business plan. Certain U.S. federal income tax implications of our bankruptcy and
reorganization may increase our U.S. federal income tax liability. The U.S.
federal income tax consequences of the implementation of our plan of
reorganization to holders of claims in our Chapter 11 proceedings are complex
and subject to uncertainty. Certain U.S. tax attributes of our company,
including net operating loss carryovers, may be reduced or eliminated as a
consequence of our plan of reorganization. Our estimated net operating loss
carryovers at December 31, 2003 expire as follows:
$137.5 million in 2011; $0.1 million in 2019;
$44.8 million in 2020; $34.8 million in 2021;
$0.2 million in 2022; and $116.1 million in 2023. The elimination
or reduction of net operating loss carryovers and other tax attributes may
increase the amount of tax payable by our company following the implementation
of our plan of reorganization as compared with the amount of tax payable had no
such elimination or reduction been required. We do not believe it likely that a
material portion of our net operating loss carryovers or other tax attributes
will be reduced or eliminated. However, because we depend significantly on our
ability to use these tax attributes, we might be unable to implement our
business plan if our ability to use these tax attributes were to be materially
reduced or eliminated, either in connection with our plan of reorganization or
for some other reason (such as the occurrence of certain substantial transfers
of our capital stock within a certain period of time). Future sales by our existing stockholders could adversely affect the market
price of our common stock. Sales of our common stock in the public market could adversely affect the
market price of our common stock. Our 10,000,000 shares of common stock
outstanding are freely tradable subject only to volume limitations under the
Securities Act on sales by affiliates and the transfer restrictions contained
in our agreement with the VEBA trust, as described below. If one or more of our
stockholders sell or offer to sell a significant number of shares of common
stock, the market price of our stock could decline substantially. In this
regard, we note that the VEBA trust, which beneficially owns 40.0% of our
outstanding common stock, is likely to wish to sell shares of common stock so
that it can fulfill its purpose of paying health and welfare benefits to
certain retirees and their dependents. We do not expect to pay dividends. Because all cash flow will be used in the foreseeable future to make
payments under our credit agreements and because applicable plan of
reorganization documents may restrict or prohibit the payment of dividends, we
do not 18




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##### Table of Contents



anticipate paying any dividends on our common stock until the
indebtedness outstanding under our credit agreements is repaid in full or
refinanced. Certain institutional investors who are only permitted to invest in
dividend-paying equity securities or operate under other restrictions
prohibiting or limiting their ability to invest in securities similar to our
common stock may not be able to invest in our common stock. The largest beneficial owner of our shares, the VEBA Trust, will have the
ability to exercise substantial influence over our affairs. Pursuant to our plan of reorganization, the largest beneficial owner of
our shares, the VEBA trust, beneficially owns 4 million shares, or 40%, of our
outstanding common stock. Even though it has agreed to abstain from voting 1.3
million of its shares in any election of directors, the VEBA trust, whether
acting alone, or together with other holders of substantial portions of our
common stock, is in a position to exercise a controlling influence over our
operations and business strategy and has sufficient voting power to control the
outcome of matters requiring shareholder approval. These matters may include:  
    
    the composition of our board of directors which has the authority
to direct our business and to appoint and remove our officers;  
    
    approving or rejecting a merger, consolidation or other business combination;  
    
    raising future capital; and  
    
    amending our articles of association which govern the rights attached to our common stock. This concentration of ownership of our common stock could delay or prevent
proxy contests, mergers, tender offers, open-market purchase programs or other
purchases of our common stock that might otherwise give you the opportunity to
realize a premium over the then-prevailing market price of our common stock. Provisions of our governing documents and Delaware law could discourage
acquisition proposals or delay a change in control. Our certificate of incorporation and by-laws contain anti-takeover
provisions, including those listed below, that could make it more difficult for
a third party to acquire control of us, even if that change in control would be
beneficial to stockholders:  
    
    our board of directors has the authority to issue common stock and
preferred stock and to determine the price, rights and preferences of
any new series of preferred stock without stockholder approval;  
    
    our board of directors is divided into three classes, serving
initial, staggered terms of one year, two years, and three years,
respectively;  
    
    there are limitations on who can call special meetings of stockholders;  
    
    stockholders may not take action by written consent; and  
    
    provisions of Delaware law and our stock option plans may
discourage, delay or prevent a change of control of WPC or unsolicited
acquisition proposals Available Information We maintain an Internet Website http://www.wpsc.com. We make available
free of charge under the Financial Reports heading on our website, our Annual
Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form
8-K, and amendments to those reports filed or finished pursuant to Section
13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after
providing such information electronically to the SEC. In 19




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##### Table of Contents



addition, we also make
available free of charge under the Investor Relations heading on our website,
the Companys audit committee, compensation committee, nominating/corporate
governance committee, executive committee, safety committee and finance
committee charters, as well as, the Companys corporate governance guidelines,
code of business conduct, whistleblower policy, and policy on trading of
securities. 
 Item 2 - Properties Steubenville Complex We have 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 generally produce 90% of coke requirements, two operating blast
furnaces, two basic oxygen furnaces, a two-strand continuous slab caster with
an annual slab production capacity of approximately 2.8 million tons, an
80-inch hot strip mill and pickling and coil finishing facilities. A railroad
bridge owned by us connects the Ohio and West Virginia locations, which are
separated by the Ohio River. 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 our
facilities for further processing into value-added products. Other Plants The following table lists our other principal plants and the annual
capacity of the major products produced at each facility: CapacityLocations and Operations
    
    Tons/Year
    
    Major ProductAllenport, Pennsylvania: Continuous pickler,
tandem mill, temper mill     and annealing lines
    
    
    1,120,000
    
    
    Cold-rolled sheetsBeech Bottom, West Virginia: Paint lines
    
    
    308,000
    
    
    Painted steel in coil formMartins Ferry, Ohio: Temper mill, zinc coating lines
    
    
    750,000
    
    
    Hot-dipped galvanized sheets and coilsYorkville, Ohio: Continuous pickler, tandem mill,
temper mills     and annealing lines
    
    
    660,000
    
    
    Blackplate and cold-rolled sheets
 All of the above facilities are currently owned by us and 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. We also own or lease fabricated products facilities at Fort Payne,
Alabama; Houston, Texas; Lenexa, Kansas; Louisville, Kentucky; Minneapolis,
Minnesota; Warren, Ohio; Gary, Indiana; Emporia, Virginia; Grand Junction,
Colorado; Bradenton, Florida; Fallon, Nevada; and Rankin, Pennsylvania. We maintain regional sales offices in Chicago, Pittsburgh and our
corporate headquarters in Wheeling, West Virginia. All of our property and equipment are subject to liens granted pursuant to
our plan of reorganization, as described below in Item 7 under the heading
Managements Discussion and Analysis of Financial Condition and Results of
Operations. 20




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##### Table of Contents



Item 3 - Legal Proceedings We are defendants from time to time in routine lawsuits incidental to our
business. We do not believe that any proceedings, individually or in the
aggregate, will have a material adverse effect on us. Bankruptcy Proceedings On November 16, 2000, WPC and eight of our then existing wholly-owned
subsidiaries, which represented substantially all of our business, filed
voluntary petitions for relief under Chapter 11 of the United States Bankruptcy
Code in the United States Bankruptcy Court for the Northern District of Ohio.
We commenced the Chapter 11 proceedings in order to restructure our outstanding
debts and to improve our access to the additional funding that we needed to
continue our operations. Throughout the Chapter 11 proceedings, we remained in
possession of our properties and assets and continued to operate and manage our
businesses with the then existing directors and officers as
debtors-in-possession subject to the supervision of the Bankruptcy Court. As part of our Chapter 11 proceedings, we filed our original Joint Plan of
Reorganization on December 20, 2002, our First Amended Joint Plan of
Reorganization on January 9, 2003, our Second Amended Joint Plan of
Reorganization on May 5, 2003 and our Third Amended Joint Plan of
Reorganization on May 19, 2003, reflecting the final negotiations with
pre-petition noteholders, pre-petition trade creditors and unionized employees.
Our plan of reorganization was confirmed on June 18, 2003 and became effective
on August 1, 2003. Environmental Matters Prior to confirmation of our plan of reorganization effective August 1,
2003, we settled all pre-petition environmental liability claims made by state
(Ohio, West Virginia, Pennsylvania) and federal (USEPA) environmental
regulatory agencies. Consequently, we believe we have settled and/or
discharged environmental liability for any CERCLA (Superfund) sites,
pre-petition stipulated penalties related to active consent decrees, or other
pre-petition regulatory enforcement actions. Currently, we estimate that stipulated penalties and fines for
post-petition events and activities through December 31, 2003
total $1,931,500.
These claims arise from instances in which we exceeded post-petition consent decree terms,
including: (a) $234,500 related to a July 1991 USEPA consent decree for water
discharges to the Ohio River; (b) $75,000 related to a September 20, 1999 Ohio
EPA consent decree for our coke oven gas desulfurization facility; and (c)
$1,622,000 related to a January 30, 1996 USEPA consent decree for our coke oven
gas desulfurization facility. In September 2000, we entered into a consent order with the West Virginia
Department of Environmental Protection wherein we agreed to remove contaminated
sediments from the bed of the Ohio River. We spent approximately $1.4 million
on these activities in 2002 and an additional $400,000 in 2003. During removal
activities in 2003, we discovered a broader area of contaminated sediments. We
identified the spatial limits of these contaminated sediments and estimate
their removal costs at $4.0 million. We are under a final administrative order issued by the USEPA in June 1998
to conduct a Resource Conservation and Recovery Act Facility Investigation to
determine the nature and extent of soil and groundwater contamination at our
Coke Plant in Follansbee, WV. USEPA has approved our investigation Workplan,
and field activities are scheduled for 2004. Following our investigation we
will perform a Corrective Measures Study to determine possible remedial
measures. We expect some remediation measures will be necessary and could
commence within the next three to five years. We have reserved approximately
$5.2 million for such remediation measures. However, until the field
investigation is completed and the EPA approves our remediation plan, the full
extent and cost of remediation cannot be ascertained. The USEPA conducted a multimedia inspection of our Steubenville, Mingo
Junction, Yorkville and Martins Ferry, Ohio and Follansbee, West Virginia
facilities in March and June 1999. The inspection covered all environmental
regulations applicable to these plants. Many of the issues have been resolved
and settled prior to emergence from Chapter 11 bankruptcy. We have reserved
$1.4 million for resolution of outstanding issues. 21




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##### Table of Contents



Capital expenditures for environmental projects totaled $1.7 million in
2002 and $1.0 in 2003. We estimate capital expenditures for environmental
projects to be $3.6 million for 2004, $9.3 million for 2005 and $7.0 million
for 2006. However, due to the possibility of unanticipated factual or
regulatory developments, the amount and timing of future capital expenditures
may vary substantially from such estimates. Non-current accrued environmental liabilities totaled $18.1 million in
2002 and $14.7 million in 2003. These accruals were based on all information
available to the Company. As new information becomes available, including
information provided by third parties and new or changing environmental
regulations, the liabilities are reviewed and the accruals are adjusted
accordingly on a quarterly basis. We believe we have adequately provided for
our present environmental liabilities using our best judgment of known issues. 
 Item 4 - Submissions of Matters to a Vote of Security Holders None 
 PART II 
 Item 5 - Market for the Registrants Common Equity and Related Security Holder Matters and Issuer Purchases of Equity Securities Wheeling-Pittsburgh Corporation common stock is listed for quotation on
the Nasdaq National Market (NNM) under the symbol WPSC. Shares of
Wheeling-Pittsburgh Corporation common stock began trading on the NNM on
October 28, 2003. The Company issued 10,000,000 shares of Common Stock on August 1, 2003
pursuant to the plan of reorganization. The Company believes that the
issuance of these shares pursuant to its plan of reorganization was
exempt from registration under the Securities Act of 1933 and state
securities laws pursuant to Section 1145 at the Bankruptcy Code. The number of shares of Common Stock issued and outstanding as of March 3,
2004 was 10,000,000. On that date, there were 2,356 holders of record of
Common Stock. The prices set forth in the following table represent the high and low
closing sales prices for the common stock as reported by NNM: High
    
    LowFourth Quarter Ended December 31, 2003

(from October 28, 2003 through
December 31, 2003)
    
    $
    26.47
    
    
    $
    5.40
 We currently intend to retain earnings for the continued development and
expansion of our business. In addition, the terms of our credit agreements and
indentures impose restrictions and limitations on the payment of
dividends and the making of other distributions in respect of WPCs common
stock. Pursuant to the terms of our credit agreements, so long as any loan or
other amounts are owing thereunder, WPC is prohibited from directly or
indirectly declaring or paying any dividend or making any other distribution on
its common stock (other than dividends payable solely in its common stock).
Similarly, pursuant to the terms of the indentures governing its
Series A and Series B Notes, WPSC is prohibited from
declaring or paying any dividend or making any other distribution on its common
stock (other than dividends and distributions payable in its common stock). In
the absence of such restrictions or limitations, the payment of any dividends
will be at the discretion of our Board of Directors. 22




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##### Table of Contents



ITEM 6 - SELECTED FINANCIAL DATA Five Year Statistical (Dollars in Thousands) ReorganizedCompany
    
    
    
    Predecessor CompanySevenMonthsFive Months
    
    
    
    EndedEnded Dec. 31,
    
    
    
    July 31,
    
    Year Ended December 31,2003
    
    
    
    2003
    
    2002
    
    2001
    
    2000
    
    1999Consolidated Statement of
Operations:Net sales
    
    $
    396,902
    
    
    
    



    $
    570,439
    
    
    $
    979,993
    
    
    $
    835,640
    
    
    $
    1,119,031
    
    
    $
    1,117,744Cost of products sold
(excluding Depreciation)
    
    
    395,950
    
    

    
    
    


    563,832
    
    
    
    894,449
    
    
    
    866,065
    
    
    
    1,054,386
    
    
    
    994,273Depreciation
    
    
    10,473
    
    
    
    
    
    39,889
    
    
    
    74,194
    
    
    
    72,551
    
    
    
    78,859
    
    
    
    77,724Selling, administrative and
general expense
    
    
    23,564
    
    
    
    
    
    29,906
    
    
    
    46,993
    
    
    
    47,173
    
    
    
    68,165
    
    
    
    63,342Reorganization and professional
fee expense
    
    
    (35
    )
    

    
    


    
    8,140
    
    
    
    11,755
    
    
    
    14,200
    
    
    
    4,140
    
    
    
    Operating income (loss)
    
    
    (33,050
    )
    
    
    
    
    (71,328
    )
    
    
    (47,398
    )
    
    
    (164,349
    )
    
    
    (86,519
    )
    
    
    (17,595
    )Reorganization adjustmentsFair value adjustments
    
    
    
    
    
    
    
    
    (152,708
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Gain on discharge of debt
    
    
    
    
    
    
    
    
    557,541
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Reorganization income (expense)
    
    
    
    
    
    
    
    
    (4,758
    )
    
    
    1,262
    
    
    
    9,249
    
    
    
    (2,592
    )
    
    
    Interest expense on debt
    
    
    (10,215
    )
    
    
    
    
    (9,185
    )
    
    
    (15,987
    )
    
    
    (17,448
    )
    
    
    (35,969
    )
    
    
    (37,931
    )Other income (expense)
    
    
    4,350
    
    
    
    
    
    3,228
    
    
    
    4,567
    
    
    
    351
    
    
    
    (3,015
    )
    
    
    318Income (loss) before taxes
    
    
    (38,915
    )
    
    
    
    
    322,790
    
    
    
    (57,556
    )
    
    
    (172,197
    )
    
    
    (128,095
    )
    
    
    (55,208
    )Tax provision (benefit)
    
    
    15
    
    
    
    
    
    (641
    )
    
    
    11
    
    
    
    17
    
    
    
    90,092
    
    
    
    (20,723
    )Net loss
    
    ($
    38,930
    )
    
    
    
    $
    323,431
    
    
    ($
    57,567
    )
    
    ($
    172,214
    )
    
    ($
    218,187
    )
    
    ($
    34,485
    )Employment:Employment costs
    
    $
    94,651
    
    
    
    
    $
    143,265
    
    
    $
    248,829
    
    
    $
    253,529
    
    
    $
    297,011
    
    
    $
    297,170Average number of employees
    
    
    3,299
    
    
    
    
    
    3,621
    
    
    
    3,796
    
    
    
    3,701
    
    
    
    4,344
    
    
    
    4,398Production and Shipments:Raw steel
production - tons
    
    
    958,816
    
    
    
    
    
    1,399,853
    
    
    
    2,528,000
    
    
    
    2,267,000
    
    
    
    2,345,000
    
    
    
    2,436,000Shipments of
steel products - tons
    
    
    912,937
    
    
    
    
    
    1,305,046
    
    
    
    2,214,000
    
    
    
    2,027,000
    
    
    
    2,354,000
    
    
    
    2,426,000
 Reorganized Company
    

    
    

    Predecessor CompanyAs of December
    
    As of July31,
    
    31,
    

    
    


    As of December 31,2003
    
    2003
    

    
    

    2002
    
    2001
    
    2000
    
    1999Financial Position:Cash, cash equivalents and
short term investments
    
    $
    4,767
    
    
    $
    7,382
    

    
    
    
    $
    8,543
    
    
    $
    7,586
    
    
    $
    15,534
    
    
     $
    Working capital (deficit)
    
    
    7,765
    
    
    
    47,100
    
    
    
    
    
    (255
    )
    
    
    (187
    )
    
    
    121,406
    
    
    
    (11,170
    )Property,
plant and equipment - net
    
    
    387,765
    
    
    
    360,213
    
    
    
    
    
    530,568
    
    
    
    593,888
    
    
    
    666,454
    
    
    
    653,234Plant additions and improvements
    
    
    (37,828
    )
    
    
    (2,866
    )
    
    
    
    
    10,971
    
    
    
    5,033
    
    
    
    97,287
    
    
    
    72,146Total assets
    
    
    868,886
    
    
    
    878,769
    
    
    
    
    
    959,116
    
    
    
    990,865
    
    
    
    1,170,436
    
    
    
    1,278,022Long-term debt (including
Current portion)
    
    
    343,394
    
    
    
    343,603
    
    
    
    
    
    56,752
    
    
    
    40,344
    
    
    
    35,091
    
    
    
    354,393Liabilities subject to compromise
    
    
    
    
    
    
    
    
    
    
    
    
    890,301
    
    
    
    915,118
    
    
    
    942,182
    
    
    
    Stockholders equity (deficit)
    
    
    104,613
    
    
    
    142,500
    
    
    
    
    
    (311,171
    )
    
    
    (253,604
    )
    
    
    (81,390
    )
    
    
    136,797
 23




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##### Table of Contents



Item 7 - Managements Discussion and Analysis of Financial Condition and Results of Operations Certain of the statements contained in this Annual Report on Form 10-K,
including Managements Discussion and Analysis of Financial Condition and
Results of Operations, may contain projections or other forward-looking
statements regarding future events or the future financial performance of the
Company that involve risks and uncertainties. Readers are cautioned that these
forward-looking statements are only predictions and may differ materially from
actual future events or results. Because they discuss future events or
conditions, forward-looking statements often include words such as
anticipate, believe, estimate, expect, intend, plan, project,
target, can, could, may, should, will, would, or similar
expressions and the negative thereof. Readers are referred to Item 1 -
Business under the heading Risk Factors in this Annual Report on Form 10-K,
which identifies important risk factors that could cause actual results to
differ from those contained in any such forward-looking statements. These risk
factors include, among others, the Companys potential inability to generate
sufficient operating cash flow to service or refinance its indebtedness,
concerns relating to financial covenants and other restrictions contained in
its credit agreements, intense competition, dependence on suppliers of raw
materials, an unscheduled outage of operating equipment, the difficulties
involved in constructing an electric arc furnace, and cyclical demand for steel
products. In addition, any forward-looking statements represent the Companys
views only as of the date of this filing and should not be relied upon as
representing its views as of any subsequent date. While the Company may elect
to update these forward-looking statements from time to time, it specifically
disclaims any obligation to do so. Critical Accounting Policies/Estimates The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
judgments, estimates and assumptions that affect reported amounts of assets and
liabilities at the balance sheet date and the reported revenues and expenses
for the period. Our judgments and estimates are based on both historical
experience and our expectations for the future. As a result, actual results may
differ materially from current expectations. We believe that the following are the more significant judgments and
estimates used in the preparation of the financial statements. Fresh Start Reporting In accordance with SOP 90-7, we adopted Fresh Start Reporting for our
reorganized company and recorded assets and liabilities at their fair values.
Equity value was determined with the assistance of independent advisors.
Enterprise value was estimated using discounted cash flow methodologies and
analysis of comparable steel companies. Other Postemployment Benefits (OPEB) The traditional medical and life insurance benefits that were provided to
past retirees were terminated effective October 1, 2003. Pursuant to the new
labor agreement, which we entered into in connection with our plan of
reorganization, past retirees will receive medical and life insurance benefits
under a VEBA trust. Future retirees under the new labor agreement will be
covered by a medical and life insurance program similar to that of active
employees. Eligible pensioners and surviving spouses shall be required to make
monthly contributions for medical and prescription drug coverage. Because these
benefits provided by us will be paid in the future over what could be many
years, we use an independent actuary to help us estimate the accrued liability
at each year-end balance sheet date. The two most significant assumptions used
in determining the liability are the projected medical cost trend rate and the
discount rate. We estimate the escalation trend in medical costs based on historical rate
experience in our plans and through consultation with health care specialists.
We have assumed an initial escalation rate of 8.25% in 2003. This rate is
assumed to decrease gradually to an ultimate rate of 4.75% in 2008 and remain
at that level for all future years. The health care cost trend rate assumption
has a significant effect on the costs and obligation reported. A 1% increase in
the health care cost trend rate would result in approximate increases in the
accumulated postretirement benefit 24




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obligation of $19.2 million. A 1% decrease
in the health care cost trend rate would result in approximate decreases in the
accumulated postretirement benefit obligation of $16.7 million. The discount rate applied to our OPEB obligations is based on an estimate
of the current interest rate at which our OPEB obligations could be settled at
the balance sheet date. In estimating this rate, we consider high quality bond
rates and the expected payout period of our OPEB obligations. Based on this
evaluation, we lowered the discount rate used to measure our OPEB obligation at
December 31, 2003 from 6.5% to 6.0%. Asset Impairments Our company periodically evaluates property, plant and equipment for
impairment whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable. Asset impairments are recognized when
the carrying value of productive assets exceeds the net projected undiscounted
cash flows from those assets. Given our integrated operations, asset impairment
evaluations are generally done on a group basis. Undiscounted cash flows are
based on longer-term projections that consider projected market conditions and
the performance and ultimate use of the assets. If future demand and market
conditions are less favorable than those projected by management, or if the
probability of disposition of the assets differs from that previously estimated
by management, asset impairments may be required. Deferred Taxes Realization of net deferred tax assets is dependent on the ability of our
company to generate future taxable income. Our company records a valuation
allowance to reduce deferred tax assets to an amount that is more likely than
not to be realized. During 2000, our company recorded a full valuation
allowance against our net deferred tax assets due to the uncertainties
surrounding realization as a result of the bankruptcy proceedings. Deferred tax
assets that have arisen since that time, which principally consist of net
operating losses, have also been fully reserved. However, as our operations
continue, we will be required to periodically reevaluate the tax treatment of
these deferred tax assets in light of actual operating results. Environmental and Legal Contingencies Our company provides for remediation costs, environmental penalties and
legal contingencies when the liability is probable and the amount of the
associated costs is reasonably determinable. Our company regularly monitors the
progress of environmental remediation and legal contingencies, and revises the
amounts recorded in the period in which changes in estimate occur. Conclusions
regarding exposure are developed in consultation with legal and environmental
counsel. New Accounting Standards As part of the provisions of SOP 90-7, we were required to adopt on July
31, 2003 all accounting guidance that was going to be effective within a
twelve-month period. The Company adopted Statement of Financial Accounting Standards (SFAS) No.
143 Accounting for Asset Retirement Obligations, effective January 1, 2003.
SFAS 143 requires that entities record the fair value of an asset retirement
obligation in the period in which it was incurred. SFAS No. 143 requires that
an asset retirement cost be capitalized as part of the cost of the related
long-lived asset and subsequently allocated to expense using a systematic and
rational method. The adoption did not have a material impact on the Company. In June 2002, the FASB issued SFAS 146, Accounting for Costs Associated
with Exit or Disposal Activities. SFAS 146 addresses financial accounting and
reporting for costs associated with exit or disposal activities and nullifies
Emerging Issues Task Force (EITF) Issue No. 94-3, Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring). Under EITF Issue 94-3,
a liability for an exit activity was recognized at the date of an entitys
commitment to an exit plan. SFAS 146 requires that a liability for a cost
associated with an exit or disposal activity be recognized when the 25




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liability
is incurred. SFAS 146 is effective for exit or disposal activities that are
initiated after December 31, 2002. SFAS 146 will impact the timing of the
recognition of costs associated with an exit or disposal activity, The Company
has adopted SFAS 146 but has not experienced any activity since its
reorganization that would require application of SFAS 146. In January 2003, the FASB issued SFAS 148, Accounting for Stock-Based
Compensation-Transition and Disclosure. SFAS 148 amends current disclosure
requirements and requires prominent disclosures on both annual and interim
financial statements about the method of accounting for stock-based employee
compensation and the effect of the method used on reported results. The Company
adopted SFAS 148 which was effective for financial reports containing financial
statements for interim periods beginning after December 15, 2002. In May 2003 the FASB issued SFAS 150 Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity. This
Statement establishes standards for how an issuer classifies and measures
certain financial instruments with characteristics of both liabilities and
equity. It requires that an issuer classify a financial instrument that is
within its scope as liability or an asset in some circumstances. In most cases
these instruments were previously classified as equity. This Statement is
effective for financial instruments entered into or modified after May 31,
2003, and otherwise is effective at the beginning of the first interim period
beginning after June 15, 2003. The adoption of this standard did not have an
impact on the Companys financial statements. In November 2002, the FASB issued FASB Interpretation No. (FIN) 45,
Guarantors Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others. FIN 45 requires that upon
issuance of a guarantee, the guarantor must recognize a liability for the fair
value of the obligation it assumes under that guarantee. FIN 45 also requires
additional disclosures by a guarantor in its interim and annual financial
statements about the obligations associated with guarantees issued. The
disclosure requirements are effective for financial statements of interim or
annual periods ending after December 15, 2002. The recognition and measurement
provisions are effective on a prospective basis to guarantees issued or
modified after December 31, 2002. The adoption did not have a material impact
on the Company. In January 2003, the FASB issued FIN 46 (revised December 2003),
Consolidation of Variable Interest entities, an interpretation of ARB No. 51,
which addresses consolidation by business enterprises of variable interest
entities that do not have sufficient equity investment to permit the entity to
finance its activities without additional subordinated financial support from
other parties or whose equity investors lack characteristics of a controlling
financial interest. The Interpretation provides guidance related to identifying
variable interest entities and determining whether such entities should be
consolidated. It also provides guidance related to the initial and subsequent
measurement of assets, liabilities and non-controlling interests in newly
consolidated variable interest entities and requires disclosures for both the
primary beneficiary of a variable interest entity and other beneficiaries of
the entity. FIN 46 must be applied to all entities subject to this
Interpretation as of March 31, 2004. However, prior to the required application
of this Interpretation, FIN 46 must be applied to those entities that are
considered to be special-purpose entities as of December 31, 2003. There was no
financial statement impact from the application of this Interpretation at
December 31, 2003. Results of Operations The
consolidated financial statements from and after the effective date
of our Plan of Reorganization (POR), August 1, 2003, are those of a new reporting entity (the
Reorganized Company) and are not comparable to the pre-confirmation periods
of the old reporting entity (the Predecessor Company). Five Months Ended
December 31, 2003  Reorganized Company Net sales for the five-month reorganized period ended December 31, 2003
totaled $396.9 million on shipments of steel products totaling 912,937 tons.
Steel prices averaged $435 per ton. The average steel price per ton reflects a
mix of products that includes 30.2% hot rolled and $0.9 million of toll
processed revenue. Cost of goods sold totaled $396 million for the five-month reorganized
period. Cost of goods sold averaged $434 per ton shipped. Raw material costs
and fuel costs were impacted by market prices higher than in recent years. The 26




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raw steel production operating rate during the five-month period, which
included a 15 day planned outage in November, was 89.1% Depreciation expense totaled $10.5 million for the five-month period on
fixed assets totaling $387.8 million. Fixed assets were recorded at fair value
based on independent appraisals as part of the reorganization. Selling, administrative and general expense totaled $23.6 million for
the five-month period. Interest expense totaled $10.2 million for the five-month period. Long
term debt totaled $340.7 million and the revolving credit facility ranged
between $36.9 million and $79.3 million. Interest expense also includes
amortization of capitalized finance costs. Miscellaneous income totaled $4.4 million for the five-month period and
primarily reflects equity earnings of our joint ventures. Net loss for the Five-month
period ended December 31, 2003 totaled $38.9 million, or a
$4.10 loss per basic and diluted share. Seven Months Ended
July 31, 2003  Pre-Reorganization Net sales for the seven-month
pre-reorganization period ended July 31, 2003 totaled
$570.4 million on shipments of steel products totaling 1,305,046
tons. Steel prices averaged $437 per ton. The average steel price per
ton decreased from $443 per ton in 2002. The decrease in average
steel price per ton reflects a lower valued mix of products and lower
volume of toll processed steel. Cost of goods sold for the
seven-month period totaled $563.8 million. Cost of goods sold
average $432 per ton shipped, compared to $404 per ton in 2002. The
increase in cost per ton primarily reflects increased costs of raw
materials and fuels. The raw steel production
operating rate during the seven-month period was 93.7% of capacity,
down from the 98.3% rate in 2002. Depreciation expense for the
seven-month period totaled $3.9 million, reflecting lower
monthly depreciation expense than in 2002 due to lower production
volumes under the modified units of production method and increased
levels of fully depreciated assets. Selling, administrative and
general expense for the seven-month period totaled
$29.9 million, up slightly from the monthly average expense in
2002 due to higher employment costs, higher property taxes and
property insurance costs. Reorganization and
professional fee expense totaled $8.1 million for the
seven-month pre-reorganization period. Non-recurring gains totaled
$400.1 million for the seven-month period as a result of the
Companys emergence from bankruptcy as of July 31, 2003. The
$557.5 million gain on discharge of debt reflects pre-petition
liabilities in excess of distributions made pursuant to our POR. The
$152.7 million fair value adjustment primarily reflects the
revaluation of fixed assets. Other reorganization entries amounted to
a loss of $4.8 million. Interest expense for the
seven-month period totaled $9.2 million, which primarily
reflects interest on the revolving credit facility. Net income for the
seven-month pre-organization period ended July 31, 2003 totaled
$284.5 million. 2002 Compared to 2001 Net sales for 2002 totaled $980.0 million on shipments of 2.2 million tons
of steel products, compared to $835.6 million on shipments of 2.0 million tons
in 2001. The increase in revenues is due primarily to an 8.2% increase in
prices and a 9.4% increase in volume of steel products shipped. The increase
in tons shipped is primarily attributable to increased shipments to joint
ventures and affiliates. Average sales prices increased from $412 per ton
shipped to $443 per ton shipped primarily due to import tariffs imposed in
March 2002 and reduced domestic supply resulting from temporary closures of
steel-making capacity. Cost of goods sold decreased from $427 per ton shipped in 2001 to $403 per
ton shipped in 2002. The decrease in operating cost per ton is due primarily
to a decrease of $3 per ton for labor, a decrease of $15 per ton for raw
materials, a decrease of $10 per ton for fuels, a decrease of $3 per ton for
supplies, and the efficiencies of higher operating levels. The operating rates
for 2002 and 2001 were 98.3% and 88.2%, respectively. Depreciation expense increased to $74.2 million in 2002, compared to $72.6
million in 2001, due primarily to increased levels of raw steel production and
its effect on our units of production depreciation method ($0.8 million
increase), as well as an increase in the level of depreciable assets. Selling, administrative and general expense decreased to $47.0 million in
2002 from $47.2 million in 2001. The decrease is due primarily to a decrease
of $3.2 million in labor costs, partially offset by an increase of $1.6 million
in sales commissions and an increase of $1.0 million in property taxes. Reorganization and professional fee expense decreased to $11.8 million in
2002 from $14.2 million in 2001 due to less professional services required as
the reorganization process evolved. Legal expense related to the
reorganization decreased to $4.9 million in 2002 as compared to $5.3 million in
2001. Accounting and reorganization advisory expense related to the
reorganization decreased to $3.5 million in 2002 as compared to $4.4 million in
2001 and other professional services expense decreased to $3.3 million in 2002
from $4.4 million in 2001. Reorganization income for 2002 decreased to $1.3 million from $9.2 million
in 2001. The income in 2001 was primarily related to the sale of
Pittsburgh-Canfield Corporation (subsequently known as PCC Survivor
Corporation) assets. A gain of $9.8 million was recorded as a result of the
sale. Interest expense decreased to $16.0 million in 2002 from $17.4 million in
2001. Interest expense decreased due primarily to a decrease of $4.5 million
in interest expense on the debtor-in-possession credit facility in 2002,
partially offset by an increase of $2.4 million in capitalized interest in 2001
as compared to 2002. Other income increased to $4.6 million in 2002 from $0.4 million in 2001.
The increase is a result of higher equity income on joint venture investments
and the absence of a royalty receivable write down of $1.8 million in 2001.
Equity income totaled $3.9 million in 2002 and $1.3 million in 2001. 27




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Net loss totaled $57.6 million in 2002, compared to a net loss of $172.2
million in 2001. 2001 Compared to 2000 Net sales for 2001 totaled $835.6 million on shipments of 2.0 million tons
of steel products, compared to $1.1 billion on shipments of 2.4 million tons in
2000. The decrease in revenues is due to a 13.9% decrease in shipments and a
12.0% decrease in prices. The decrease in tons shipped is primarily
attributable to a slow economic environment, reduced demand for flat-rolled
steel products and high levels of imported steel. Average sales prices
decreased from $475 per ton shipped to $412 per ton shipped primarily due to
severe pressure on steel prices due to the significant increase in low-priced
steel imports in a depressed economy. Cost of goods sold decreased from $448 per ton shipped in 2000 to $427 per
ton shipped in 2001. The decrease in operating cost per ton is due primarily
to a decrease of $14 per ton for labor, a decrease of $10 per ton for raw
materials, and a decrease in maintenance spending of $7 per ton. The operating
rates for 2001 and 2000 were 88.2% and 88.7%, respectively. Raw steel
production was 100% continuous cast. Depreciation expense decreased to $72.6 million in 2001, compared to $78.9
million in 2000 due primarily to reduced levels of raw steel production and its
effect on our units of production depreciation method ($1.5 million decrease),
and a decrease in the level of depreciable assets. Selling, administrative and general expense decreased to $47.2 million in
2001 from $68.2 million in 2000. The decrease is due primarily to a decrease
of $7.8 million in labor costs, a reduction of $4.8 million in general
professional services, and a decrease of $4.9 million in property taxes. Reorganization and professional fee expense increased to $14.2 million in
2001 from $4.1 million in 2000. Due to the bankruptcy filing in November 2000,
the expense was less in 2000 as compared to 2001, in which a full year of
expense was incurred. In the first full year into the reorganization, legal
expense related to the reorganization increased to $5.3 million in 2001 from
$2.9 million in 2000. Accounting and reorganization advisory expense related
to the reorganization increased to $4.4 million in 2001 from $0.6 million in
2000 and other professional services expense increased to $4.4 million in 2001
from $0.7 million in 2000. Reorganization income was $9.2 million in 2001 as compared to the $2.6
million expense in 2000. The income in 2001 was primarily related to the sale
of Pittsburgh-Canfield Corporation (subsequently known as PCC Survivor
Corporation) assets, which resulted in a gain of $9.8 million, as compared to
the expense in 2000 of $2.6 million related to the write off of deferred
financing costs related to pre-petition credit and securitization agreements. Interest expense decreased to $17.4 million in 2001 from $36.0 million in
2000. The decrease is due primarily to the bankruptcy filing in the fourth
quarter of 2000 and the avoidance of interest charges and payment related to
pre-petition debt. Other income was $0.4 million in 2001 as compared to an expense of $3.0
million in 2000. The increase is primarily the result of the elimination of
securitization fees in 2001. The fees totaled $6.9 million in 2000. The tax provisions for 2001 and 2000 were $17 thousand and $90.1 million,
respectively. The year 2000 tax provision reflects a change in valuation
allowance of $149.7 million as we considered it more likely than not that
deferred tax assets would not be realized. Also, a $23.9 million reserve was
released to income upon settlement of prior year taxes. Net loss totaled $172.2 million in 2001, compared to a net loss of $218.2
million in 2000. 28




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Liquidity and Capital Resources Since our emergence from Chapter 11 bankruptcy proceedings, our primary
sources of liquidity have been cash flows from operations, term loans under our
$250 million senior secured term loan facility, revolving credit loans under
our $225 million senior secured revolving credit facility, and a $10 million
unsecured loan from WHX Corporation. We have used approximately $199.7 million
of the proceeds of the foregoing debt financings to pay our obligations under
our plan of reorganization, including paying off our debtor-in-possession
credit facility and paying other cash claims under our plan of reorganization.
We expect to use the remainder of the proceeds to fund our ongoing operations,
to service debt, to fund working capital, to make capital expenditures on our
existing facilities and our planned construction of an electric arc furnace,
and for general corporate purposes. As of December 31, 2003, we had the following amounts available for our
working capital and planned capital expenditures: cash and cash equivalents of
approximately $4.8 million; $87.1 million of restricted cash from borrowings
under our term loan facility for construction of the electric arc furnace;
and $6.7 million of availability under our new revolving credit facility, after
giving effect to a $50 million minimum availability requirement
discussed more
fully below. We expect that the effects of a new labor agreement, cancellation
of indebtedness pursuant to our plan of reorganization and improved business
conditions will produce positive operating cash flows through 2004. Therefore,
we currently anticipate that we should be able to fund our debt service
obligations and satisfy our long-term cash requirements without the need for
additional funding. As of February 29, 2004, we had cash and cash equivalents of approximately
$7.0 million; $79.5 million of restricted cash for construction of the electric
arc furnace; and $8.0 million of availability under our revolving credit
facility, after giving effect to a $50 million minimum availability
requirement. As discussed below, our credit agreements require us to maintain borrowing
availability of at least $50 million under our revolving credit facility or any
replacement facility through at least March 31, 2005. We currently expect that
we should be able to maintain this level of borrowing availability through the
end of the current fiscal year. This expectation is based on our present
belief that, among other things, increased raw material costs will be recovered
through increased sales prices for our products and that the demand for and
market price of steel products will increase in the near future. However, if
increased costs of raw materials cannot be recovered or if market prices for
steel products or customer demand do not rise as anticipated, it is possible
that our borrowing availability could fall below $50 million. The following table summarizes the categories of collateral that we have
pledged to secure our current debt obligations and the ranking of our debt
obligations with respect to all of the security interests that we have granted
to date. Collateral TypeTangible and Intangible Assets andJoint Venture Equity Interest
    
    Accounts Receivable and InventoryDebt obligation secured by first
security interest
    
    $250 Million Term Loan
    
    $225 Million Revolving Credit FacilityDebt obligation secured by second
security interest
    
    $40 Million Series A Notes
    
    $250 Million Term LoanDebt obligation secured by third
security interest
    
    $225 Million Revolving Credit
    
    $40 million Series A Notes FacilityFacilityDebt obligation secured by fourth
security interest
    
    Deferred payment obligations
    
    Deferred payment obligations inin respect of iron ore sales
    
    respect of iron ore sales agreement withItabira Rio Doce
    
    with Itabira Rio DoceDebt obligation secured by fifth
security interest
    
    $20 Million Series B Notes
    
    $20 Million Series B Notes
 29




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In the event that we are unable to satisfy our payment and other
obligations under our secured debt, the lenders
of our secured debt have various rights and remedies, including the right
to force the sale of our assets and to apply the proceeds thereof to repay
amounts owed by us. If such a foreclosure were to occur, then we may be unable
to maintain our operations, our business, financial condition and results of
operations could materially suffer and our shareholders may lose all or part of
their investment. Off-Balance Sheet Arrangements As of the date of this report we have no off-balance sheet transactions,
arrangements, or other relationships with unconsolidated entities or persons
that are reasonably likely to adversely affect liquidity, availability of
capital resources, financial position or results of operations. We have
investments in three joint ventures that are accounted for under the equity
method. Pursuant to the joint venture agreements with OCC and
Wheeling-Nisshin, we have an obligation to support their working capital
requirements. However, we believe it is unlikely that those joint ventures will
require our working capital support in the foreseeable future based upon the
present financial condition, capital resource needs and/or operations of these
entities. Contractual Commitments As of December 31, 2003, the total of our future contractual obligations,
including the repayment of debt obligations, is summarized below. Contractual Payments DueTotal
    
    2004
    
    2005 to 2006
    
    2007 to 2008
    
    Thereafter(Dollars in Millions)Long-Term Debt(1)
    
    $
    416.1
    
    
    $
    22.2
    (2)
    
    $
    85.3
    (3)
    
    $
    225.2
    (4)
    
    $
    83.4
    (5)Capital Leases
    
    
    11.4
    
    
    
    1.7
    
    
    
    2.4
    
    
    
    1.8
    
    
    
    5.5Operating Leases:Long Term
    
    
    10.7
    
    
    
    1.8
    
    
    
    3.6
    
    
    
    3.6
    
    
    
    1.7Month to Month
    
    
    51.1
    
    
    
    8.5
    
    
    
    17.0
    
    
    
    17.0
    
    
    
    8.5Other Long Term Liabilities:OPEB
    
    
    100.2
    (6)
    
    
    5.8
    
    
    
    7.6
    
    
    
    9.4
    
    
    
    475.7Coal Miner Retiree Medical
    
    
    2.9
    
    
    
    0.2
    
    
    
    0.4
    
    
    
    0.4
    
    
    
    1.9VEBA Trust
    
    
    6.3
    (7)
    
    
    6.3
    
    
    
    -
    
    
    
    -
    
    
    
    -Workers Compensation
    
    
    20.9
    (8)
    
    
    5.1
    
    
    
    10.1
    
    
    
    10.1
    
    
    
    5.1Purchase Commitments:Oxygen Supply
    
    
    78.6
    (9)
    
    
    7.2
    
    
    
    14.4
    
    
    
    14.4
    
    
    
    42.6Electricity
    
    
    123.0
    (10)
    
    
    9.0
    
    
    
    19.6
    
    
    
    22.1
    
    
    
    72.3Coal
    
    
    77.0
    (11)
    
    
    17.6
    
    
    
    39.6
    
    
    
    19.8
    
    
    
    -Other
    
    
    2.8
    
    
    
    2.8
    
    
    
    -
    
    
    
    -
    
    
    
    -Capital Commitments
    
    
    88.0
    (12)
    
    
    85.6
    
    
    
    2.4
    
    
    
    -
    
    
    
    -Total Contractual Obligations
    
    $
    989.0
    
    
    $
    173.8
    
    
    $
    202.4
    
    
    $
    323.8
    
    
    $
    696.7
  (1)
    
    The interest rate associated with the term loan is a floating rate.
Interest payment projections in respect of the term loan assume that the
interest rate for 2004 will be 4% per annum and will increase by 0.5% each
year during the projection period.(2)
    
    Includes interest payment obligations for 2004 of approximately: $10.0
million in respect of the term loan; $3.3 million in respect of the Series
A notes and the Series B notes; $613,000 in respect of the WHX note;
$305,000 in respect of the loan agreement with the State of West Virginia;
$150,000 in respect of the loan modification agreement with the Ohio
Department of Development; $100,000 in respect of the modification and
assumption agreement with Danieli Corporation; $16,000 in respect of the
notes issued to Fata Hunter; and $1,200 in respect of the loan and
security agreement with WesBanco.(3)
    
    Includes aggregate interest payment obligations for years 2005 and 2006
of approximately: $21.0 million in respect of the term loan; $6.5 million
in respect of the Series A notes and the Series B notes; $1.2 million in 30




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respect of the WHX note; $611,000 in respect of the loan agreement with
the State of West Virginia;$100,000 in respect of the loan modification agreement with the Ohio
Department of Development; and $107,000 in respect of the modification and
assumption agreement with Danieli Corporation.(4)
    
    Includes aggregate interest payment obligations for years 2007 and 2008
of approximately: $15.9 million in respect of the term loan; $7.0 million
in respect of the Series A notes and the Series B notes; $1.2 million in
respect of the WHX note; $611,000 in respect of the loan agreement with
the State of West Virginia; and $5,000 in respect of the modification and
assumption agreement with Danieli Corporation.(5)
    
    Includes aggregate interest payment obligations of approximately: $10.5
million in respect of the Series A notes and the Series B notes; and $1.6
million in respect of the WHX note.(6)
    
    Represents the estimated present value of our liability as of December
31, 2003. Amounts included for 2004 through 2008 and thereafter reflect
our current estimate of corporate cash outflows and include the impact of
assumed mortality, medical inflation and the aging of the population.(7)
    
    Amounts included for 2004 through 2008 and thereafter reflect an
aggregate contribution of $6.3 million which will be credited against
additional ongoing profit sharing contributions payable in cash and/or
common stock that we are required to make to the VEBA trust.(8)
    
    Amount represents the present value of our liability as of December 31,
2003. Amounts included in contractual payments due for 2004 through
2008 and thereafter reflect our current estimate of corporate cash
outflows and exclude the impact of interest and mortality. The forecast of
cash outflows is estimated based on historical cash payment information
and anticipates payment of approximately $5.1 million per year.(9)
    
    The Company entered into a 15-year take-or-pay contract in 1999 that was
amended in 2003. The contract requires the Company to purchase oxygen,
nitrogen and argon each month with a minimum monthly charge of
approximately $0.6 million, subject to escalation clauses. Payments for
deliveries of oxygen totaled $9.3 million in 2003, $7.0 million in 2002
and $7.5 million in 2001.(10)
    
    The Company entered into a 20-year take-or-pay contract in 1999, that was
amended in 2003. The contract requires the Company to purchase steam and
electricity each month or pay a minimum monthly charge of approximately
$0.4 million. A variable portion of the contract is calculated as $3.75
times the number of tons of iron produced each month with an agreed to
minimum of 3,000 tons per day. Payments for deliveries of steam and
electricity totaled $8.8 million in 2003, $13.8 million in 2002 and $14.6
million in 2001. If the Company elects to terminate the contract early, as
of December 31, 2003, a maximum termination payment of $37.0 million would
be required.(11)
    
    In 2004, the Company entered into a take-or-pay contract to purchase coal
each month with a minimum monthly charge of approximately $1.6 million.
The term of the contract expires on December 31, 2007, while the Company
has the sole option to terminate the contract on or after January 1, 2006.
After such date, the pricing will be subject to market conditions with a
cap collar. Payments for deliveries of coal totaled $11.8 million in
2003, $16.4 million in 2002 and $7.3 million in 2001. As of December 31,
2003, if the Company elects to terminate the contract, a maximum
termination payment of $37.4 million would be required.(12)
    
    In June 2003, the Company entered into an agreement for the supply of
equipment and services with Junction Industries, Inc., pursuant to which
Junction Industries has agreed to provide equipment and services to
design, engineer, procure, fabricate, and assist the Company in the
installation, commissioning, start-up and testing of one 250-ton (tap
weight) electric arc furnace, one Consteel scrap conveyor system, ladle
metallurgy furnace, baghouse and certain other associated equipment for
incorporation into the electric arc furnace melt shop. The total cost of
the electric arc furnace is expected to be $114.9 million. As of December
31, 2003, capital commitments remaining under the project total
$88.0 million. 31




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##### Table of Contents



Projected Restructuring Capital Expenditures The projected cost of the electric arc furnace and the other restructuring
capital projects provided for in our new business plan is approximately $110.9
million. It is anticipated these amounts will be expended over a period of
three years as set forth in the table below: Projected Restructuring Capital Expenditures(Dollars in Millions)2004
    
    2005
    
    2006Electric Arc Furnace
    
    $
    85.6
    
    
    $
    2.4
    
    
    $
    Hot Strip Mill Roll Changers
    
    
    
    
    
    
    
    
    
    
    12.5Allenport Cold Mill Improvements
    
    
    0.9
    
    
    
    7.6
    
    
    
    1.9$
    86.5
    
    
    $
    10.0
    
    
    $
    14.4
 In addition, a major rebuild of the No. 8 Coke Battery will be required
with construction occurring in 2006. This rebuild is currently expected to
require a capital investment of approximately $75 million. The spending for
this investment will occur over the 3 year period of 2005 through 2007.
Following completion of this rebuild, it is anticipated that the coke battery
will have a service life of 12-15 years. These capital expenditures are to be financed with operating cash flows
and borrowings under our new term loan facility and revolving credit facility,
which we entered into pursuant to our plan of reorganization. The Electric Arc
Furnace project is fully funded through a restricted cash account set up
pursuant to our POR. VEBA Trust In connection with our plan of reorganization and our collective
bargaining agreement with the USWA, we established a plan to provide health
care and death benefits to certain retirees and their dependents. The trust
created under the benefits plan, which we refer to as the VEBA trust, is
designed to constitute a tax-exempt voluntary employee beneficiary association.
Pursuant to our plan of reorganization, we issued 4,000,000 shares of WPC
common stock to the VEBA trust, of which 2,000,000 shares are
creditable, at our discretion,
against future required contributions of stock, as described below. The shares
will be valued at the time of contribution. Commencing on October 1, 2003 and
continuing through February 1, 2004, we were obligated to contribute $1.5
million on the first day of each month to the VEBA trust. Thereafter, from
March 1, 2004 through August 1, 2004, we are obligated to contribute $0.3
million on the first day of each month to the VEBA trust. This aggregate
contribution of $9.3 million will be credited against additional ongoing
contributions that we are required to make to the VEBA trust. Such ongoing
contributions are payable within 45 days of the end of each fiscal quarter and
consist of an amount equal to:  
    
    40% of operating cash flow, between $16 and $24 of operating cash
flow per ton of steel products sold to third parties, payable in cash;  
    
    12% of operating cash flow, between $24 and $65 of operating cash
flow per ton of steel products sold to third parties, payable at our
discretion in cash or common stock of WPC;  
    
    25% of operating cash flow, above $65 of operating cash flow per
ton of steel products sold to third parties, payable in cash; and  
    
    15% of operating cash flow below $30 of operating cash flow per ton
of steel products sold to third parties, payable at our discretion in
cash or common stock of WPC, subject to compliance with dilution
limitations. Operating
cash flow for purposes of determining such contribution amounts is defined as earnings before interest and taxes of
the Company, less any cost or expenses associated with the profit sharing plan,
calculated on a consolidated basis in accordance with United States generally
accepted accounting principles. 32




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##### Table of Contents



All payments that, in our discretion, are payable in common stock of WPC
are subject to U.S. Department of Labor restrictions on the amount of capital
stock that can be held by the VEBA trust. Trusts that constitute voluntary employees benefit associations are
subject to restrictions on the amount of stock that they are able to hold. We
are in discussions with the U.S. Department of Labor to obtain a waiver that
would permit the VEBA trust to continue to hold our common stock. We expect to
receive the waiver, however, if no waiver is granted, the common stock is to be
distributed to the beneficiaries under the welfare benefits plan or otherwise
used to provide them with benefits. The VEBA trust has agreed to limit the number of shares of common stock
that it may sell during the four years following the effective date of our plan
of reorganization. During the first two years, the VEBA trust is not permitted
to sell any of its initial 4 million shares of common stock without our
authorization unless it holds, at the time of such sale, fewer than five
percent of our outstanding shares of common stock. During each of the following
two years, the VEBA trust has agreed not to sell more than 50% of the remaining
initial 4 million shares within any consecutive twelve-month period. These
restrictions will not apply to any additional shares of common stock
contributed to the VEBA trust. We and the VEBA trust entered into an agreement
imposing these stock transfer restrictions because our ability to retain or
make use of certain net operating loss carry forwards may be affected by the
number of shares of common stock that are transferred by significant
stockholders during the two year period following the effective date of our
plan of reorganization, and because both we and the VEBA trust wish to minimize
the potential adverse impact that the sale of a large number of shares might
have on the market for our common stock. In connection with the stock transfer
restrictions, the VEBA trust has also agreed that it will abstain from voting
1,300,000 shares of common stock, or such lesser number of shares as it may
hold from time to time, for the election of directors of WPC. 
 Item 7A - Quantitative and Qualitative Disclosures About Market Risk Our companys quantitative and qualitative disclosures about market risk
include forward-looking statements with respect to managements opinion about
the risk associated with our 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 herein. Commodity Price Risk and Related Risks In the normal course of business, our company is exposed to market risk or
price fluctuation related to the purchase, production or sale of steel
products. In addition, prices for our raw materials, natural gas and
electricity requirements are subject to frequent market fluctuations. Our
companys market risk strategy generally has been to obtain competitive prices
for our products and services and to allow operating results to reflect market
price movements dictated by supply and demand. Additionally, we periodically
enter into contracts for the advance purchase of natural gas in an effort to
hedge against market fluctuations. Due to mark to market provisions in these
contracts, as our market exposure decreases, we can be required to make advance
payments that ultimately are recovered upon delivery of the commodity, but
which can temporarily reduce our liquidity until that time. Interest Rate Risk The fair value of cash and cash equivalents, receivables and accounts
payable approximate their carrying values and are relatively insensitive to
changes in interest rates due to their short-term maturity. Under the Bankruptcy Code, interest is generally not allowable on
unsecured pre-petition obligations. Pursuant to our plan
of reorganization, substantially all of our pre-reorganization debt was repaid
or otherwise satisfied and we entered into new credit facilities. Under those
new credit facilities, at December 31, 2003, we had outstanding $93.2 million
aggregate principal amount of debt under fixed-rate instruments and $329.4
million aggregate principal amount of debt under variable-rate instruments.
Since our portfolio of debt is comprised 33




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##### Table of Contents



primarily of variable-rate instruments, the fair value of the debt is
relatively insensitive to the effects of interest rate fluctuations. However,
our interest expense is sensitive to changes in the general level of interest
rates. A 100 basis point increase in the average rate for the variable rate
debt would have increased our fourth quarter 2003 interest expense by
approximately $0.8 million. Credit Risk Counter parties expose our company to credit risk in the event of
non-performance. We continually review the creditworthiness of our
counterparties. Foreign Currency Exchange Risk Our company has limited exposure to foreign currency exchange risk as
almost all of our transactions are denominated in U.S. dollars. 34




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##### Table of Contents



Item 8 - Financial Statements and Supplemental Data The
Companys financial statements from and after the effective date of the
plan of reorganization, August 1, 2003, are those of a new reporting entity (Reorganized Company) and
are not comparable to the pre-confirmation periods of the old reporting entity
(Predecessor Company). As a result, the independent auditors prepared two
reports, one for the financial statements of the Reorganized Company and the
other for the financial statements of the Predecessor Company. Report of Independent Auditors To the Board of Directors and Stockholders of Wheeling-Pittsburgh Corporation: In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of operations, cash flows, and stockholders equity
present fairly, in all material respects, the financial position of
Wheeling-Pittsburgh Corporation and its subsidiaries (Reorganized Company) at
December 31, 2003 and the results of their operations and their cash flows for
the period from August 1, 2003 to December 31, 2003 in conformity with
accounting principles generally accepted in the United States of America.
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 of America, 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 our opinion. As discussed in Note A to the consolidated financial statements, the United
States Bankruptcy Court for the Northern District of Ohio confirmed the
Companys Third Amended Joint Plan of Reorganization (the plan) on June 18,
2003. Confirmation of the plan resulted in the discharge of all claims against
the Company that arose before November 16, 2000 and substantially alters or
terminates all rights and interests of equity security holders as provided for
in the plan. The plan was substantially consummated on August 1, 2003 and the
Company emerged from bankruptcy. In connection with its emergence from
bankruptcy, the Company adopted fresh start accounting as of August 1, 2003. /s/  PricewaterhouseCoopers LLP
Pittsburgh, Pennsylvania
March 9, 2004 35




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##### Table of Contents



Report of Independent Auditors To the Board of Directors and Stockholders of Wheeling-Pittsburgh Corporation: In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of operations, cash flows, and changes in stockholders
equity present fairly, in all material respects, the financial position of
Wheeling-Pittsburgh Corporation and its subsidiaries (Predecessor Company) at
December 31, 2002 and the results of their operations and their cash flows for
the period from January 1, 2003 to July 31, 2003, and for each of the two years
in the period ended December 31, 2002 in conformity with accounting principles
generally accepted in the United States of America. 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 of America, 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 our opinion. As discussed in Note A to the consolidated financial statements, the Company
filed a petition on November 16, 2000 with the United States Bankruptcy Court
for the Northern District of Ohio for reorganization under the provisions of
Chapter 11 of the Bankruptcy Code. The Companys Third Amended Joint Plan of
Reorganization was substantially consummated on August 1, 2003 and the Company
emerged from bankruptcy. In connection with its emergence from bankruptcy, the
Company adopted fresh start accounting. /s/ PricewaterhouseCoopers LLP
Pittsburgh, Pennsylvania
March 9, 2004 36




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WHEELING-PITTSBURGH CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Year Ended December 31
(Dollars in Thousands except per share data) Reorganized
    
    
    Predecessor CompanyCompanyFive Months
    
    
    Seven Months
    
    Year Ended
    
    Year EndedEnded
    
    
    Ended
    
    December 31,
    
    December 31,Dec. 31, 2003
    
    
    July 31, 2003
    
    2002
    
    2001Revenues:Net sales
    
    $
    396,902
    
    
    
    
    $
    570,439
    
    
    $
    979,993
    
    
    $
    835,640Cost and expenses:Cost of products sold, excluding depreciation
    
    
    395,950
    
    
    
    
    
    563,832
    
    
    
    894,449
    
    
    
    866,065Depreciation
    
    
    10,473
    
    
    
    
    
    39,889
    
    
    
    74,194
    
    
    
    72,551Selling, administrative and general expense
    
    
    23,564
    
    
    
    
    
    29,906
    
    
    
    46,993
    
    
    
    47,173Reorganization and professional fee expense
    
    
    (35
    )
    
    
    
    
    8,140
    
    
    
    11,755
    
    
    
    14,200429,952
    
    
    
    
    
    641,767
    
    
    
    1,027,391
    
    
    
    999,989Operating loss
    
    
    (33,050
    )
    
    
    
    
    (71,328
    )
    
    
    (47,398
    )
    
    
    (164,349
    )Reorganization income (expense)Fair value adjustments
    
    
    
    
    
    
    
    
    (152,708
    )
    
    
    
    
    
    
    Gain on discharge of debt
    
    
    
    
    
    
    
    
    557,541
    
    
    
    
    
    
    
    Other reorganization income (expense)
    
    
    
    
    
    
    
    
    (4,758
    )
    
    
    1,262
    
    
    
    9,249Interest expense on debt
    
    
    (10,215
    )
    
    
    
    
    (9,185
    )
    
    
    (15,987
    )
    
    
    (17,448
    )Other income (expense)
    
    
    4,350
    
    
    
    
    
    3,228
    
    
    
    4,567
    
    
    
    351Income (loss) before taxes
    
    
    (38,915
    )
    
    
    
    
    322,790
    
    
    
    (57,556
    )
    
    
    (172,197
    )Tax provision (benefit)
    
    
    15
    
    
    
    
    
    (641
    )
    
    
    11
    
    
    
    17Net income (loss)
    
    $
    (38,930
    )
    
    
    
    $
    323,431
    
    
    $
    (57,567
    )
    
    $
    (172,214
    )Basic and diluted loss per share
attributable to common stockholders
    
    $
    (4.10
    )
  
    
    
    
    *
    
    
    
    *
    
    
    
    *Weighted average common shares
outstanding basic and diluted
    
    
    9,500,000
    
    
    
    
    
    
    *
    
    
    *
    
    
    
    *
  *
    
    Prior to reorganization, the Company was a wholly-owned subsidiary of WHX Corporation See Notes to Consolidated Financial Statements 37




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WHEELING-PITTSBURGH CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEET
As of December 31
(Dollars in Thousands) Reorganized
    
    
    
    PredecessorCompany
    
    
    
    CompanyDecember 31,
    
    
    
    December 31,2003
    
    
    
    2002ASSETSCurrent assets:Cash and cash equivalents
    
    $
    4,767
    
    
    
    
    $
    8,543Trade receivables, less allowance for doubtful
accounts of $2,061, and $1,314
    
    
    104,025
    
    
    
    
    
    130,593Inventories
    
    
    146,895
    
    
    
    
    
    184,091Prepaid expenses and deferred charges
    
    
    11,583
    
    
    
    
    
    7,477Total current assets
    
    
    267,270
    
    
    
    
    
    330,704Investment in associated companies
    
    
    42,857
    
    
    
    
    
    60,767Property, plant and equipment, at cost less
accumulated depreciation
    
    
    387,765
    
    
    
    
    
    530,568Deferred income tax benefits
    
    
    23,170
    
    
    
    
    
    27,342Restricted cash
    
    
    87,138
    
    
    
    
    
    Deferred charges and other assets
    
    
    60,686
    
    
    
    
    
    9,735$
    868,886
    
    
    
    
    $
    959,116LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)Current liabilities:Trade payables
    
    $
    76,108
    
    
    
    
    $
    71,048Short term debt
    
    
    79,251
    
    
    
    
    
    135,490Payroll and employee benefits payable
    
    
    57,862
    
    
    
    
    
    36,339Accrued federal, state and local taxes
    
    
    10,744
    
    
    
    
    
    8,839Deferred income tax liabilities
    
    
    23,170
    
    
    
    
    
    27,342Accrued interest and other liabilities
    
    
    9,672
    
    
    
    
    
    8,326Long-term debt due in one year
    
    
    2,698
    
    
    
    
    
    43,575Total current liabilities
    
    
    259,505
    
    
    
    
    
    330,959Long-term debt
    
    
    340,696
    
    
    
    
    
    13,177Other employee benefit liabilities
    
    
    142,433
    
    
    
    
    
    15,514Other liabilities
    
    
    21,639
    
    
    
    
    
    20,336Liabilities subject to compromise
    
    
    
    
    
    
    
    
    890,301Total liabilities
    
    
    764,273
    
    
    
    
    
    1,270,287STOCKHOLDERS EQUITY (DEFICIT):Common stock
- $.01 Par value; 10 million shares
issued and outstanding
    
    
    100
    
    
    
    

    
    Additional paid-in capital
    
    
    149,901
    
    
    
    

    
    335,138Deferred compensation
    
    
    (6,458
    )
    
    
    

    
    Accumulated deficit
    
    
    (38,930
    )
    
    
    
    
    (646,309
    )104,613
    
    
    
    
    
    (311,171
    )$
    868,886
    
    
    
    
    $
    959,116
 See Notes to Consolidated Financial Statements 38




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WHEELING-PITTSBURGH CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Year Ended December 31
(Dollars in Thousands) Reorganized
    
    
    Predecessor CompanyCompanyFive Months
    
    
    Seven Months
    
    Year Ended
    
    Year EndedEnded
    
    
    Ended
    
    December 31,
    
    December 31,Dec. 31, 2003
    
    
    July 31, 2003
    
    2002
    
    2001Cash flows from operating activities:Net income (loss)
    
    $
    (38,930
    )
    
    
    $
    323,431
    
    
    $
    (57,567
    )
    
    $
    (172,214
    )Items not affecting cash from operating activities:Depreciation
    
    
    10,473
    
    
    
    
    39,889
    
    
    
    74,194
    
    
    
    72,551Other postretirement benefits
    
    
    (4,608
    )
    
    
    
    (1,565
    )
    
    
    (10,708
    )
    
    
    (9,025
    )Pension expense
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    860Equity income of affiliated companies
    
    
    (1,708
    )
    
    
    
    (2,544
    )
    
    
    (3,882
    )
    
    
    (1,274
    )Stock based compensation
    
    
    1,041
    
    
    
    
    
    
    
    
    
    
    
    
    Reorganization items:Fair value adjustments
    
    
    
    
    
    
    
    152,708
    
    
    
    
    
    
    
    Gain on discharge of debt
    
    
    
    
    
    
    
    (557,541
    )
    
    
    
    
    
    
    Other reorganization (income) expense
    
    
    
    
    
    
    
    4,758
    
    
    
    (1,262
    )
    
    
    (9,249
    )Decrease (increase) from working capital elements:Trade receivables
    
    
    8,391
    
    
    
    
    17,944
    
    
    
    (24,131
    )
    
    
    21,206Inventories
    
    
    7,769
    
    
    
    
    19,769
    
    
    
    (10,974
    )
    
    
    36,705Trade payables
    
    
    (6,990
    )
    
    
    
    9,900
    
    
    
    9,749
    
    
    
    6,062Other current assets
    
    
    (5,012
    )
    
    
    
    918
    
    
    
    1,425
    
    
    
    9,824Other current liabilities
    
    
    (11,874
    )
    
    
    
    (306
    )
    
    
    12,483
    
    
    
    (9,019
    )Other itemsnet
    
    
    6,190
    
    
    
    
    (9,902
    )
    
    
    (6,135
    )
    
    
    2,732Net cash used in operating activities
    
    
    (35,258
    )
    
    
    
    (2,541
    )
    
    
    (16,808
    )
    
    
    (50,841
    )Cash flows from investing activities:Plant additions and improvements
    
    
    (37,828
    )
    
    
    
    (2,866
    )
    
    
    (10,971
    )
    
    
    (5,033
    )Payments from affiliates
    
    
    325
    
    
    
    
    600
    
    
    
    
    
    
    
    1,031Construction of equipment using restricted cash
    
    
    24,862
    
    
    
    
    
    
    
    
    
    
    
    
    Proceeds from sales of assets due to Chapter 11 proceedings
    
    
    
    
    
    
    
    201
    
    
    
    1,320
    
    
    
    16,808Dividends from affiliated companies
    
    
    
    
    
    
    
    2,728
    
    
    
    1,765
    
    
    
    3,750Net cash provided by (used in) investing activities
    
    
    (12,641
    )
    
    
    
    663
    
    
    
    (7,886
    )
    
    
    16,556Cash flows from financing activities:Long-term debt borrowings (payments)
    
    
    (209
    )
    
    
    
    (1,334
    )
    
    
    16,408
    
    
    
    5,253Short term debt (DIP Facility) borrowings
    
    
    
    
    
    
    
    1,724
    
    
    
    8,286
    
    
    
    3,293Book overdraft
    
    
    3,157
    
    
    
    
    327
    
    
    
    957
    
    
    
    1,189Short term debt borrowings (payments)
    
    
    42,336
    
    
    
    
    
    
    
    
    
    
    
    
    Receivables from affiliates
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,602Net cash provided by financing activities
    
    
    45,284
    
    
    
    
    717
    
    
    
    25,651
    
    
    
    26,337(Decrease) increase in cash and cash equivalents
    
    
    (2,615
    )
    
    
    
    (1,161
    )
    
    
    957
    
    
    
    (7,948
    )Cash and cash equivalents at beginning of period
    
    
    7,382
    
    
    
    
    8,543
    
    
    
    7,586
    
    
    
    15,534Cash and cash equivalents at end of period
    
    $
    4,767
    
    
    
    $
    7,382
    
    
    $
    8,543
    
    
    $
    7,586
 See Notes to Consolidated Financial Statements 39




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WHEELING-PITTSBURGH CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
For the Year Ended December 31,
(Dollars in Thousands) Shares
    
    Common
    
    Additional
    
    Deferred
    
    RetainedOutstanding
    
    Stock
    
    Paid-in Capital
    
    Compensation
    
    Earnings
    
    TotalPredecessor CompanyBalance at December 31, 2001
    
    
    100
    
    
    $
    0
    
    
    $
    335,138
    
    
    $
    0
    
    
    
    ($588,742
    )
    
    
    ($253,604
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (57,567
    )
    
    
    (57,567
    )Balance at December 31, 2002
    
    
    100
    
    
    
    
    
    
    
    335,138
    
    
    
    
    
    
    
    (646,309
    )
    
    
    (311,171
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    323,431
    
    
    
    323,431Fresh start adjustment
    
    
    (100
    )
    
    
    
    
    
    
    (335,138
    )
    
    
    
    
    
    
    322,878
    
    
    
    (12,260
    )Balance at July 31, 2003
(prior to issuance of stock
at reorganization)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Reorganized CompanyIssuance of stock at
reorganization at July 31,
2003 (prior to restricted
stock award)
    
    
    9,500,000
    
    
    $
    95
    
    
    $
    142,405
    
    
    $
    0
    
    
    $
    0
    
    
    $
    142,500Shares issued on July 31,
2003 for restricted stock
award plans
    
    
    500,000
    
    
    
    5
    
    
    
    7,495
    
    
    
    (7,500
    )
    
    
    
    
    
    
    Compensation expense recognized
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,042
    
    
    
    
    
    
    
    1,042Stock option grants
    
    
    
    
    
    
    
    
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    1Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (38,930
    )
    
    
    (38,930
    )Balance at December 31, 2003
    
    
    10,000,000
    
    
    $
    100
    
    
    $
    149,901
    
    
    
    ($6,458
    )
    
    
    ($38,930
    )
    
    $
    104,613
 See Notes to Consolidated Financial Statements 40




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##### Table of Contents



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE ABankruptcy and Reorganization Overview Wheeling-Pittsburgh Corporation, or WPC, is a Delaware holding company
that, together with its several subsidiaries and joint ventures, constitutes
the sixth largest integrated producer of steel and steel products in the United
States. Our principal operating subsidiary is Wheeling-Pittsburgh Steel
Corporation, or WPSC, a Delaware corporation whose headquarters are located in
Wheeling, West Virginia. WPC was organized as a Delaware corporation on June
27, 1920 under the name Wheeling Steel Corporation. We produce flat rolled steel products for the construction industry, steel
service centers, converters, processors, and the container, automotive and
appliance industries. Our product offerings are focused predominately on
higher value-added finished steel products such as cold-rolled products, tin
and zinc coated products and fabricated products. In addition, we produce
semi-finished steel products and hot-rolled steel products, which represent the
least processed of our finished goods. An operating division of WPSC, Wheeling Corrugating Company, also referred
to as WCC, manufactures our fabricated steel products for the construction,
agricultural and highway industries. WPSC also holds a percentage ownership
interest in two joint ventures that, together with WCC, account for nearly half
of our sales. These joint ventures, Wheeling-Nisshin, Inc. and Ohio Coatings
Company, also referred to as OCC, produce value-added steel products from
materials and products supplied by us. Bankruptcy and Reorganization On November 16, 2000, WPC and eight of our then existing wholly-owned
subsidiaries, which represented substantially all of our business, filed
voluntary petitions for relief under Chapter 11 of the United States Bankruptcy
Code in the United States Bankruptcy Court for the Northern District of Ohio.
We commenced the Chapter 11 proceedings in order to restructure our outstanding
debts and to improve our access to the additional funding that we needed to
continue our operations. Throughout the Chapter 11 proceedings, we remained in
possession of our properties and assets and continued to operate and manage our
businesses with the then existing directors and officers as
debtors-in-possession subject to the supervision of the Bankruptcy Court. As part of our Chapter 11 proceedings, we filed our original Joint Plan of
Reorganization on December 20, 2002, our First Amended Joint Plan of
Reorganization on January 9, 2003, our Second Amended Joint Plan of
Reorganization on May 5, 2003 and our Third Amended Joint Plan of
Reorganization on May 19, 2003, reflecting the final negotiations with
pre-petition note holders, pre-petition trade creditors and unionized
employees. Our plan of reorganization was confirmed on June 18, 2003 and became
effective on August 1, 2003. We realized approximately $558 million in
cancellation of debt income as a result of our reorganization. Following is a summary of some of the significant transactions consummated
on or about the effective date of our plan of reorganization:  
    
    WPC amended and restated its by-laws and filed a second amended and
restated certificate of incorporation with the Delaware Secretary of
State authorizing the issuance of up to an aggregate of 80 million
shares of common stock, par value $0.01 per share, and 20 million shares
of undesignated preferred stock, par value $0.001 per share.
    
    WPC exchanged, on a pro rata basis, $275 million in senior notes and
$75 million in term notes that existed prior to its bankruptcy filing
for an aggregate of $20 million in cash, $40 million in new Series A
secured notes issued by WPSC, which are collateralized by a second lien
on our tangible and intangible assets (other than our accounts
receivable and inventory) and our equity interests in our joint ventures
and a third lien on our accounts receivable and inventory, $20 million
in new Series B secured notes issued by WPSC, which are collateralized
by a fifth lien on our tangible and intangible assets, our equity
interests in our joint ventures, and our accounts receivable and
inventory, and 3,410,000 shares of new common stock of WPC constituting
34.1% thereof. 41




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##### Table of Contents




    
    WPC cancelled its then-existing senior notes and related indenture
and its then-existing term notes and the related term loan agreement.
    
    WPC cancelled all shares of its common stock that existed prior to
the implementation of our plan of reorganization, at which point we
ceased to be a subsidiary of WHX Corporation.
    
    WPSC entered into a new $250 million senior secured term loan
facility, which is guaranteed in part by the Emergency Steel Loan
Guarantee Board, the State of West Virginia, WPC and WPSCs subsidiaries
and is collateralized by a first lien on our tangible and intangible
assets (other than accounts receivable and inventory) and our equity
interests in our joint ventures and a second lien on our accounts
receivable and inventory. We also entered into a new $225 million senior
secured revolving credit facility, which is guaranteed by WPC and WPSCs
subsidiaries and is collateralized by a first lien on our accounts
receivable and inventory and a third lien on our other tangible and
intangible assets and our equity interests in our joint ventures.
    
    All of our obligations under our $195 million debtor-in-possession
credit facility were satisfied in full and discharged.
    
    WPC and WPSC entered into an agreement with WHX Corporation providing
for, among other things, a $10 million capital contribution by WHX
Corporation, the cancellation of approximately $40 million in debt owed
by us to WHX Corporation, a $10 million unsecured loan from WHX
Corporation and an agreement with respect to our separation from WHX
Corporations employee pension plan.
    
    WPC and WPSC entered into an agreement with our unionized employees
represented by the United Steelworkers of America (USWA) which modified
our existing labor agreement to provide for, among other things, future
pension arrangements with the United Steelworkers of America and
reductions in our employee-related costs.
    
    WPC issued 4 million shares of its new common stock constituting 40%
thereof for the benefit of USWA retirees in satisfaction of certain
claims under our labor agreement and an additional 1 million shares of
its new common stock constituting 10% thereof to or for the benefit of
our salaried employees.
    
    WPC issued 1,590,000 shares of its new common stock constituting
15.9% thereof to certain of our creditors in satisfaction of various
unsecured claims, including claims relating to trade debt. There are still several matters pending in the Bankruptcy Court,
including the resolution of disputed unsecured and administrative claims and
certain preference actions and other litigation where we are seeking to
recover monies. Certain of the stock issued pursuant to the Plan of
Reorganization has been reserved for distribution to creditors pending
resolution of certain disputed claims. If those claims are ultimately
allowed in whole or in part by the Bankruptcy Court, the appropriate amount
of stock will be distributed to those claimants; if the claims are
disallowed, the stock will be distributed to other creditors of the same
class, pro rata. To the extent that certain administrative and secured
claims are allowed by the Bankruptcy Court, those claims will be paid in
cash. If and to the extent those claims are allowed as pre-petition
unsecured claims, then those creditors will receive stock, which has been
reserved as described above. In addition, we are the plaintiffs in a number
of preference actions, where we are seeking to recover monies from creditors.
We do not believe that any of these remaining bankruptcy proceedings,
individually or in the aggregate, will have a material effect on us. 42




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Fresh-Start Reporting In accordance with Statement of Position (SOP) 90-7, Financial Reporting
by Entities in Reorganization Under the Bankruptcy Code, the Company adopted
the provisions of fresh-start reporting as of July 31, 2003. In adopting the
requirements of fresh-start reporting, the Company engaged an independent
financial advisor to assist in the determination of the enterprise value of the
entity. This value was based upon various valuation methods, including
discounted cash flow methodologies, analysis of comparable steel companies, and
other applicable ratios and economic industry information relevant to the
operations of the Company. The estimated total equity value of the Reorganized
Company aggregating approximately $150 million was determined after taking into
account the values of the obligations assumed in connection with the Joint Plan
of Reorganization. The following reconciliation of the Predecessor Companys consolidated
balance sheet as of July 31, 2003 to that of the Reorganized Company as of July
31, 2003 was prepared with the adjustments that give effect to the
reorganization and fresh-start reporting. Since the December 31, 2003 financial
statements have been prepared as if the Company is a new reporting entity, a
black line has been shown on the financial statements to separate current
results from prior-period information because they are not prepared on a
comparable basis. The adjustments entitled Reorganization reflect the consummation of the
Joint Plan of Reorganization, including the elimination of existing liabilities
subject to compromise, and consolidated shareholders deficit, and to reflect
the aforementioned $150 million equity value. The adjustments entitled Fair Value Adjustments reflect the adoption of
fresh-start reporting, including the adjustments to record property and
equipment at its fair value. A reconciliation of fresh-start accounting recorded as of July 31, 2003
follows: 43




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WHEELING-PITTSBURGH CORPORATION
AND SUBSIDIARY COMPANIES
REORGANIZED CONSOLIDATED BALANCE SHEET
(Dollars in Thousands) Pre-
    
    
    
    
    
    
    
    
    
    
    
    
    Post-Reorganization
    
    Reorganization
    
    
    Fresh Start
    
    
    
    ReorganizationJuly 31, 2003
    
    Adjustments
    
    
    Adjustments
    
    
    
    July 31, 2003ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    7,382
    
    
    $
    
    
    
    
    $
    
    
    
    
    
    $
    7,382Trade receivables, less allowance for doubtful
accounts of $1,916
    
    
    112,649
    
    
    
    (233
    )
    
    
    
    
    
    
    
    
    
    112,416Inventories
    
    
    164,322
    
    
    
    
    
    
    
    
    (9,658
    )
    
    
    
    
    154,664Prepaid expenses and deferred charges
    
    
    6,559
    
    
    
    12
    
    
    
    
    
    
    
    
    
    
    6,571Total current assets
    
    
    290,912
    
    
    
    (221
    )
    
    
    
    (9,658
    )
    
    
    
    
    281,033Investment in associated companies
    
    
    59,982
    
    
    
    
    
    
    
    
    (19,505
    )
    
    [d]
    
    
    40,477Property, plant and equipment, at cost less
accumulated depreciation
    
    
    493,514
    
    
    
    
    
    
    
    
    (133,301
    )
    
    [d]
    
    
    360,213Deferred income tax benefits
    
    
    27,342
    
    
    
    (3,860
    )
    [b]
    
    
    
    
    
    
    
    
    23,482Restricted cash
    
    
    
    
    
    
    112,000
    
    [a]
    
    
    
    
    
    
    
    
    112,000Deferred charges and other assets
    
    
    8,964
    
    
    
    42,844
    
    [g]
    
    
    9,756
    
    
    [g]
    
    
    61,564$
    880,714
    
    
    $
    150,763
    
    
    
    $
    (152,708
    )
    
    
    
    $
    878,769LIABILITIES & STOCKHOLDERS EQUITY (DEFICIT)Current Liabilities:Trade payables
    
    $
    81,275
    
    
    $
    (1,334
    )
    [a]
    
    $
    
    
    
    
    
    $
    79,941Short term debt
    
    
    137,214
    
    
    
    (100,299
    )
    [a]
    
    
    
    
    
    
    
    
    36,915Payroll and employee benefits payable
    
    
    35,118
    
    
    
    32,795
    
    [c]
    
    
    
    
    
    
    
    
    67,913Accrued federal, state and local taxes
    
    
    10,054
    
    
    
    1,200
    
    [a], [c]
    
    
    
    
    
    
    
    
    11,254Deferred income tax liabilities
    
    
    27,342
    
    
    
    (3,860
    )
    [a], [c]
    
    
    
    
    
    
    
    
    23,482Accrued interest and other liabilities
    
    
    8,026
    
    
    
    2,647
    
    [a], [c]
    
    
    
    
    
    
    
    
    10,673Long term debt due in one year
    
    
    43,433
    
    
    
    (39,678
    )
    [a], [c], [f]
    
    
    
    
    
    
    
    
    3,755Total current liabilities
    
    
    342,462
    
    
    
    (108,529
    )
    
    
    
    
    
    
    
    
    
    233,933Long-term debt
    
    
    11,985
    
    
    
    327,863
    
    [a], [c]
    
    
    
    
    
    
    
    
    339,848Other employee benefit liabilities
    
    
    17,317
    
    
    
    124,981
    
    [c]
    
    
    
    
    
    
    
    
    142,298Other liabilities
    
    
    17,150
    
    
    
    3,040
    
    [a], [c]
    
    
    
    
    
    
    
    
    20,190Liabilities subject to compromise
    
    
    879,455
    
    
    
    (879,455
    )
    [c]
    
    
    
    
    
    
    
    
    Total liabilities
    
    
    1,268,369
    
    
    
    (532,100
    )
    
    
    
    
    
    
    
    
    
    736,269STOCKHOLDERS EQUITY (DEFICIT)Common stock
- $.01 Par value; 10 million
Shares issued and outstanding
    
    
    
    
    
    
    100
    
    [c]
    
    
    
    
    
    
    
    
    100Additional paid-in capital
    
    
    335,138
    
    
    
    149,900
    
    [c] [g]
    
    
    (335,138
    )
    
    [d]
    
    
    149,900Deferred compensation
    
    
    
    
    
    
    (7,500
    )
    [e]
    
    
    
    
    
    
    
    
    (7,500
    )Accumulated earnings (deficit)
    
    
    (722,793
    )
    
    
    540,363
    
    [b], [c], [f]
    
    
    182,430
    
    
    [d]
    
    
    (387,655
    )
    
    
    682,863
    
    
    
    
    (152,708
    )
    
    
    
    
    142,500$
    880,714
    
    
    $
    150,763
    
    
    
    $
    (152,708
    )
    
    
    
    $
    878,769
 Footnotes: [a] Reflects the borrowing of the $250 million term loan proceeds and amounts
under the post-petition revolver and the payments necessary to effect the Plan
of Reorganization, such as the repayment of DIP facilities, cash distributions
to creditors and the payment of fees and expenses associated with the exit
financing. [b] Reflects the impact on retained earnings of reorganization expenses net of
tax benefit. [c] Reflects the settlement of liabilities subject to compromise, including the
distribution of cash, notes and equity to the pre-petition creditors, the
assumption of OPEB and other pre-petition liabilities (capital leases, employee
benefits, taxes). Also, reflects the cancellation of debt income. 44




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[d] Reflects the adjustments to reflect Fresh Start accounting. These
entries include the write-down of property, plant and equipment and joint
venture interests to their appraised values, elimination of retained earnings
and additional paid-in capital. [e] Reflects restricted stock awards for the distribution of employee equity into trust. [f] Reflects the cancellation of debt as a result of WHX Corporation forgiving its portion of the DIP term loan. [g]
Reflects the pre-funding of VEBA obligations with 4,000,000 shares of the Companys
common stock, intangible asset related to joint venture supply agreements, and
goodwill. Settlement and Release Agreement with WHX On May 29, 2001, WPC entered into a Settlement and Release Agreement with
WHX as a compromise of disputed claims and issues, which was approved by the
Bankruptcy Court. The principal terms of the agreement were that (i) WHX would
pay $17 million to WPC; (ii) WHX agreed to purchase specified assets of
Pittsburgh-Canfield Corporation (PCC) for an aggregate purchase price of $15
million plus the assumption of certain trade payables of PCC; (iii) the Tax
Sharing Agreements between WHX and WPC would be terminated; (iv) WHX agreed not
to charge WPC or any of its subsidiaries for any funding contributions or
expense with respect to any defined benefit pension plans through and including
the effective date of the Plan of Reorganization on July 31, 2003; and (v) WPC
and/or any of its subsidiaries agreed to forego any claims then existing
against WHX and its subsidiaries that were not part of WPC. Sale of
Pittsburgh-Canfield Corporation Assets On June 29, 2001, the Company executed an Asset Purchase Agreement with
PCC Acquisition Co. Inc. (PCC Acquisition Co.), a wholly-owned subsidiary of
WHX. The agreement provided for the sale of all assets to and the assumption
of certain liabilities of PCC by PCC Acquisition Co. in exchange for $15
million. A Transition Services Agreement and a Steel Supply Agreement were
also executed to facilitate the continuing operation of the business. PCC
loaned the net proceeds to WPSC. An intercompany note receivable was recorded
on PCCs books. As part of the agreement, PCC changed its name to PCC Survivor
Corp. NOTE BNew Labor Agreement The
effective date of the new labor agreement with the USWA is August 1, 2003 and it expires on
September 1, 2008. The new labor agreement provides for, among other things:  
    
    A buyout program for up to 650 employees to voluntarily terminate
their employment and receive up to $40,000 and, if pension eligible,
credit for all years of pension service at $40 per month per year of
service.
    
    Regular increases to bring wages up to parity with the pattern
agreement by May 1, 2005.
    
    Termination of the current medical and life insurance program for
past retirees and the establishment of a new VEBA trust, primarily
funded by profit sharing contributions and 40% of WPCs common stock
post-reorganization.
    
    The establishment of a new medical and life insurance program for
future retirees similar to that of active employees.
    
    A new profit sharing plan based on operating profit. The Company has
the right to pay profit sharing payments in either stock or notes.
    
    Termination of accrual of service under the WHX pension plan as of
July 1, 2003. All USWA represented employees will now be covered under
the Steelworkers Pension Trust, a multi-employer defined benefit pension
plan. 45




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##### Table of Contents



NOTE C Accounting Policies The accounting policies presented below have been followed in preparing
the accompanying consolidated financial statements. Basis of Presentation As a result of the Companys emergence from Chapter 11 bankruptcy and the
application of fresh start reporting, consolidated financial statements for the
Company for the periods subsequent to July 31, 2003, the effective date of the
Companys plan of reorganization, are referred to as the Reorganized Company.
Such financial statements are not comparable to those for the periods prior to
July 31, 2003, which are referred to as the Predecessor Company. A black
line has been drawn in the consolidated financial statements to distinguish,
for accounting purposes, the periods associated with the Reorganized Company
and the Predecessor Company. Aside from the effects of fresh start reporting
and new accounting pronouncements, adopted as of the effective date of the plan
of reorganization, the Reorganized Company follows the same accounting policies
as the Predecessor Company with the exception of depreciation accounting (see
below). 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
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. Loss Per Share Basic loss per share is calculated by dividing net loss attributable to
common shareholders by the weighted average number of shares of common stock
outstanding during the period. Diluted loss per share is calculated by
dividing net loss attributable to common shareholders by the weighted average
number of common shares outstanding adjusted for potentially dilutive
securities. Pursuant to the plan of reorganization, WPC cancelled all shares of its
common stock that existed prior to the reorganization, at which point we ceased
to be a subsidiary of WHX Corporation. WPC issued ten million shares of its
new common stock in satisfaction of certain claims. The ten million shares
issued included 500,000 shares issued as restricted stock awards which vest
over three years, one-third on each anniversary date. The restricted stock
awards are excluded from the weighted average shares outstanding until such
time as the restrictions lapse. Outstanding stock options and stock grants are
anti-dilutive and excluded from the calculation. Loss Per ShareFive Months Ended December 31, 2003Loss
    
    Shares
    
    Per Share(Numerator)
    
    (Denominator)
    
    AmountBasic EPS and diluted EPS lossAvailable to common shareholders
    
    $
    (38,930
    )
    
    
    9,500,000
    
    
    $
    (4.10
    )
 46




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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, an affiliate in which the Company has a 35.7%
ownership interest and Ohio Coatings Company (OCC), an affiliate in which the
Company has a 50% ownership interest) accounted for approximately 42.5% of its
net sales in 2003, 50.4% in 2002 and 43.9% in 2001. Wheeling-Nisshin
and OCC were the
only customers to account for more than 10% of net sales in 2003.
Wheeling-Nisshin accounted for 16.3% of net sales in 2003, 15.6% in 2002 and
14.6% in 2001. OCC accounted for 11.2% of net sales in 2003 and 10.6% of net
sales in 2002. Nittetsu Shoji America accounted for 10.3% of net sales in
2002. 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. Revenue Recognition Revenue from the sale of products is recognized when both risk of loss and
title have transferred to the customer, which generally coincides with the time
such products are shipped. Shipping charges billed to customers are recorded
as revenues. 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 the lower of cost or market. Cost is determined
by the last-in first-out (LIFO) method for substantially all inventories. In
2003 and 2002, approximately 98% and 92%, respectively, of inventories are
valued using the LIFO method. Property, Plant and Equipment With the adoption of fresh start reporting, property, plant and equipment
carrying values were stated at fair value as of August 1, 2003. Property,
plant and equipment purchased subsequent to the adoption of fresh start
accounting are stated at cost. Prior to July 31, 2003, property, plant and
equipment was stated at cost less accumulated depreciation. The Company
periodically evaluates property, plant and equipment for impairment whenever
events or changes in circumstances indicate that the carrying amount of an
asset may not be recoverable. Given the Companys integrated operations, asset
impairment evaluations are generally done on a group basis as that is the
lowest level at which cash flows can be separately identified. Depreciation is computed on the straight-line method over the estimated
useful life for financial statement purposes and accelerated methods for income
tax purposes. The estimated useful lives range from 3 to 40 years. Interest
cost is capitalized as required on qualifying assets during the assets
acquisition period. Capitalized interest cost is amortized over the estimated
useful life of the underlying asset. Prior to August 1, 2003, the Company computed depreciation on the
straight-line or a modified units of production method. Under the modified
units of production method, the straight-line method was adjusted based upon an
activity factor for operating assets. Adjusted annual depreciation was not
less than 60% nor more than 110% of straight-line depreciation. Accumulated
depreciation after adjustment was not less than 75% nor more than 110% of
straight-line depreciation. 47




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The Company plans for major repair and maintenance costs. Such costs that
extend the useful life of the asset are separately capitalized in property,
plant and equipment and depreciated over the estimated useful life. All other
repair and maintenance costs are expensed as incurred. Software Capitalization Costs incurred for the development or purchase of internal use software
are capitalized and are amortized over the useful lives of such software, which
is generally five years or less. Pensions The Company maintains both tax qualified defined benefit and defined
contribution pension plans. The defined benefit pension obligations for USWA
represented employees are accounted for by the steelworkers pension trust as a
multi-employer plan. As such, the Company records pension expense based on
allocations from the steelworkers pension trust. Defined benefit pension
obligations for salaried employees are recorded on our books. Costs for the
defined contribution plans are being funded currently, with expense being
recorded at the time of funding. Income Taxes The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109, Accounting for Income Taxes.
Recognition is given in the accounts for the income tax effect of temporary
differences between the financial statement carrying amounts and the tax basis
of existing assets and liabilities using the liability method. A valuation
allowance is provided against deferred tax assets where it is considered more
likely than not that the Company will not realize the benefit of such assets. 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. Goodwill Goodwill
totaling $30.0 million is included in Deferred Charges and
Other Assets as of December 31, 2003. The goodwill was
recorded as part of Fresh Start reporting on
July 31, 2003, upon emergence from bankruptcy. As part of the provisions of SOP 90-7, we were required to adopt on July
31, 2003 all accounting guidance that was going to be effective within a
twelve-month period. Management will evaluate the goodwill annually
for impairment to its carrying value. Restricted Cash An
escrow account was funded with $112 million of the term loan
proceeds upon emergence from bankruptcy for the exclusive use of the
electric arc furnace project. As of December 31, 2003, the
restricted cash account totaled $87.1 million. New Accounting Standards As part of the provisions of SOP 90-7, we were required to adopt on July
31, 2003 all accounting guidance that was going to be effective within a
twelve-month period. The Company adopted Statement of Financial Accounting Standards (SFAS) No.
143 Accounting for Asset Retirement Obligations, effective January 1, 2003.
SFAS 143 requires that entities record the fair value of an asset retirement
obligation in the period in which it was incurred. SFAS No. 143 requires that
an asset retirement cost be capitalized as part of the cost of the related
long-lived asset and subsequently allocated to expense using a systematic and
rational method. The adoption did not have a material impact on the Company. In June 2002, the FASB issued SFAS 146, Accounting for Costs Associated
with Exit or Disposal Activities. SFAS 146 addresses financial accounting and
reporting for costs associated with exit or disposal activities and nullifies
Emerging Issues Task Force (EITF) Issue No. 94-3, Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring). Under EITF Issue 94-3,
a liability for an exit activity was recognized at the date of an entitys
commitment to an exit plan. SFAS 146 requires that a liability for a cost
associated with an exit or disposal activity be recognized when the liability
is incurred. SFAS 146 is effective for exit or disposal activities that are
initiated after December 31, 2002. SFAS 146 will impact the timing of the
recognition of costs associated with an exit or disposal activity, The Company
has adopted SFAS 146 but has not experienced any activity since its
reorganization that would require application of SFAS 146. In January 2003, the FASB issued SFAS 148, Accounting for Stock-Based
Compensation-Transition and Disclosure. SFAS 148 amends current disclosure
requirements and requires prominent disclosures on both annual and 48




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##### Table of Contents



interim financial statements about the method of accounting for
stock-based employee compensation and the effect of the method used on reported
results. The Company adopted SFAS 148 which was effective for financial reports
containing financial statements for interim periods beginning after December
15, 2002. In May 2003 the FASB issued SFAS 150 Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity. This
Statement establishes standards for how an issuer classifies and measures
certain financial instruments with characteristics of both liabilities and
equity. It requires that an issuer classify a financial instrument that is
within its scope as liability or an asset in some circumstances. In most cases
these instruments were previously classified as equity. This Statement is
effective for financial instruments entered into or modified after May 31,
2003, and otherwise is effective at the beginning of the first interim period
beginning after June 15, 2003. The adoption of this standard did not have an
impact on the Companys financial statements. In November 2002, the FASB issued FASB Interpretation No. (FIN) 45,
Guarantors Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others. FIN 45 requires that upon
issuance of a guarantee, the guarantor must recognize a liability for the fair
value of the obligation it assumes under that guarantee. FIN 45 also requires
additional disclosures by a guarantor in its interim and annual financial
statements about the obligations associated with guarantees issued. The
disclosure requirements are effective for financial statements of interim or
annual periods ending after December 15, 2002. The recognition and measurement
provisions are effective on a prospective basis to guarantees issued or
modified after December 31, 2002. The adoption did not have a material impact
on the Company. In January 2003, the FASB issued FIN 46 (revised December 2003),
Consolidation of Variable Interest Entities, an interpretation of ARB No. 51,
which addresses consolidation by business enterprises of variable interest
entities that do not have sufficient equity investment to permit the entity to
finance its activities without additional subordinated financial support from
other parties or whose equity investors lack characteristics of a controlling
financial interest. The Interpretation provides guidance related to identifying
variable interest entities and determining whether such entities should be
consolidated. It also provides guidance related to the initial and subsequent
measurement of assets, liabilities and non-controlling interests in newly
consolidated variable interest entities and requires disclosures for both the
primary beneficiary of a variable interest entity and other beneficiaries of
the entity. FIN 46 must be applied to all entities subject to this
Interpretation as of March 31, 2004. However, prior to the required application
of this Interpretation, FIN 46 must be applied to those entities that are
considered to be special-purpose entities as of December 31, 2003. There was no
financial statement impact from the application of this Interpretation at
December 31, 2003. NOTE D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. As of December 31, 2003, $1.0 million of fully vested funds are held in
trust for benefits earned under the WCC hourly defined contribution pension plans
and $36.9 million of fully vested funds are held in trust for benefits earned
under the salaried employees defined contribution plan. Approximately 42.1% of
the assets are invested in equities, 16.1% are in fixed income investments, and
41.2% in other (hedge funds). The balance is in cash and cash equivalents.
All plan assets are invested by professional investment managers. All pension provisions charged against income totaled $3.3 million, $1.9
million, $3.8 million and $4.9 million in the 5 months ended December 31, 2003,
the 7 months ended July 31, 2003, in 2002 and 2001, respectively. Defined Benefit Plans The Company established a defined benefit pension plan for
USWA-represented employees pursuant to a labor agreement ratified in August
1997. 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. Prior to 49




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##### Table of Contents



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 (PBGC) 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,
2003 totaled $141.3 million. 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. As a result of the reorganization as of August 1, 2003 and per agreement
with the PBGC and the USWA, all of the Companys pension plans which were a
part of the WHX Pension Plan were frozen. As a result of this action, the
Company adopted a supplemental defined benefit pension plan to cover its
salaried employees. This plan replicates the benefits provided by the WHX
Pension Plan and is offset by benefits accrued under the WHX Pension Plan as of
July 31, 2003. In addition, per the agreement with the USWA, the Companys USWA
represented employees became participants in the Steelworker Pension Trust
(SPT) as of August 1, 2003. The SPT is a multi-employer pension plan with
monthly Company contributions based on hours worked by employees. The Company
contributions as defined in the labor agreement provide for $.925 for hours
worked from August 1, 2003 through February 9, 2004. Beginning on February 10,
2004 through June 9, 2005 the hourly contribution will be $1.17 and beginning
on June 10, 2005 and continuing through the balance of the term of the labor
agreement the hourly contribution will be $2.08. The labor agreement also
provides for 2 lump sum payments to be made. The first, due as of August 1,
2003, was $1,500 times the number of USWA employees as of August 1, 2003 and
the second, due as of July 1, 2004 is $1,300 times the same number of
employees. In 1998, WHX merged WPCs defined benefit pension plan with those of its
wholly-owned Handy & Harman subsidiary. The merger eliminated WPC cash funding
obligations estimated in excess of $135.0 million. WPC pension expense was
allocated by the common parent and totaled $0.9 million in 2001. No pension
expense was allocated by WHX to WPC in 2003 or 2002. Effective May 29, 2001,
the Company entered into an agreement with WHX, whereby WHX agreed not to
charge the Company for any pension expense through and including the effective
date of the plan of reorganization. See Note A  Bankruptcy and
Reorganization. Other Postretirement Benefits The traditional medical and life insurance benefits that were provided to
past retirees was terminated on October 1, 2003. Pursuant to the new labor
agreement, which we entered into in connection with our plan of reorganization,
past retirees now receive medical and life insurance benefits under a VEBA
trust. Future retirees under the new labor agreement will be covered by a
medical and life insurance program similar to that of active employees.
Eligible pensioners and surviving spouses shall be required to make monthly
contributions for medical and prescription drug coverage. Because these
benefits provided by us will be paid in the future over what could be many
years, we use an independent actuary to help us estimate the accrued liability
at each year-end balance sheet date. The two most significant assumptions used
in determining the liability are the projected medical cost trend rate and the
discount rate. We estimate the escalation trend in medical costs based on historical rate
experience in our plans and through consultation with health care specialists.
We have assumed an initial escalation rate of 8.25% in calculating
the 2003 obligation. This rate is
assumed to decrease gradually to an ultimate rate of 4.75% in 2008 and remain
at that level for all future years. 50




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##### Table of Contents



The discount rate applied to our OPEB obligations is based on an estimate
of the current interest rate at which our OPEB obligations could be settled at
the balance sheet date. In estimating this rate, we consider high quality bond
rates and the expected payout period of our OPEB obligations. Based on this
evaluation, we lowered the discount rate used to measure our OPEB obligation at
December 31, 2003 from 6.5% to 6%. The amounts accrued at December 31, included
the following components. Postretirement BenefitsPension Benefits
    
    Other Than Pensions(Dollars in Thousands)Reorganized
    
    
    
    
    
    
    
    
    
    ReorganizedCompany
    
    Predecessor Company
    
    Company
    
    Predecessor CompanyFor the SevenFor the Five
    
    Months
    
    For the
    
    For the Five
    
    For the SevenMonths Ended
    
    Ended July
    
    Year Ended
    
    Months Ended
    
    Months Ended
    
    For the Year EndedDec. 31,
    
    31,
    
    Dec. 31,
    
    Dec. 31,
    
    July 31,
    
    Dec. 31,2003
    
    2003
    
    2002
    
    2003
    
    2003
    
    2002Change in benefit obligation:Benefit obligation at beg. of year
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    102,108
    
    
    $
    314,053
    
    
    $
    307,080Service cost
    
    
    29
    
    
    
    
    
    
    
    
    
    
    
    1,042
    
    
    
    1,701
    
    
    
    2,431Interest cost
    
    
    48
    
    
    
    
    
    
    
    
    
    
    
    2,965
    
    
    
    11,586
    
    
    
    19,080Actuarial (gain) loss
    
    
    1,624
    
    
    
    
    
    
    
    
    
    
    
    25,786
    
    
    
    
    
    
    
    9,404Benefits paid
    
    
    153
    
    
    
    
    
    
    
    
    
    
    
    (6,696
    )
    
    
    (9,311
    )
    
    
    (23,942
    )Decrease due to Collective Bargaining Agreement
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (215,921
    )
    
    
    Benefit obligation at end of period
    
    $
    1,854
    
    
    $
    
    
    
    $
    
    
    
    $
    125,205
    
    
    $
    102,108
    
    
    $
    314,053Fair value of plan assets at end of period
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Benefit obligation in excess of plan assets
    
    $
    (1,854
    )
    
    $
    
    
    
    $
    
    
    
    $
    (125,205
    )
    
    $
    (102,108
    )
    
    $
    (314,053
    )Unrecognized prior service credit
    
    
    1,571
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11,252
    )Unrecognized net actuarial (gain) loss
    
    
    153
    
    
    
    

    
    
    
    
    
    
    
    24,877
    
    
    
    
    
    
    
    (38,298
    )Net amount recognized at end of period
    
    $
    (130
    )
    
    $
    
    
    
    $
    
    
    
    $
    (100,328
    )
    
    $
    (102,108
    )
    
    $
    (363,603
    )Amounts recognized in the statement
of financial position consist of:Liabilities subject to compromise
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    (360,518
    )Accrued benefit liability
    
    
    (130
    )
    
    
    
    
    
    
    
    
    
    
    (100,328
    )
    
    
    (102,108
    )
    
    
    (3,085
    )Net amount recognized
    
    $
    (130
    )
    
    $
    
    
    
    $
    
    
    
    $
    (100,328
    )
    
    $
    (102,108
    )
    
    $
    (363,603
    )
 Net periodic costs for postretirement benefits other than pensions
(principally health care and life insurance) for employees and covered
dependents. Postretirement BenefitsOther Than Pensions(Dollars in Thousands)ReorganizedCompany
    
    Predecessor CompanyFive Months
    
    Seven Months
    
    For the Years EndedEnded
    
    Ended
    
    December 31,Dec. 31, 2003
    
    July 31, 2003
    
    2002
    
    2001Components of net periodic cost:Service cost
    
    $
    1,042
    
    
    $
    1,701
    
    
    $
    2,431
    
    
    $
    2,180Interest cost
    
    
    2,965
    
    
    
    11,586
    
    
    
    19,080
    
    
    
    20,561Amortization of prior service credit
    
    
    
    
    
    
    (1,582
    )
    
    
    (2,712
    )
    
    
    (3,918
    )Recognized actuarial (gain)/loss
    
    
    
    
    
    
    (1,770
    )
    
    
    (5,767
    )
    
    
    (4,885
    )Total
    
    $
    4,007
    
    
    $
    9,935
    
    
    $
    13,032
    
    
    $
    13,938
 51




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##### Table of Contents



The discount rate and rate of medical cost increases used in determining
the benefit obligations were as follows. Postretirement BenefitsPension Benefits Discount
    
    Other Than Pensions DiscountRate
    
    Rate2003
    
    2002
    
    2003
    
    2002Discount rate
    
    
    6.0
    %
    
    
    0.0
    %
    
    
    6.0
    %
    
    
    6.5
    %Medical care cost trend rate
    
    
    
    
    
    
    
    
    
    
    8.25
    %
    
    
    9.0
    %
 For measurement purposes, medical costs are assumed to increase at annual
rates as stated above and decline gradually to 4.75% in 2008 and beyond. The
health care cost trend rate assumption has a significant effect on the costs
and obligation reported. A 1% increase in the health care cost trend rate would
result in approximate increases in the accumulated postretirement benefit
obligation of $19.2 million. A 1% decrease in the health care cost trend rate
would result in approximate decreases in the accumulated postretirement benefit
obligation of $16.7 million. A 1% increase in the health care
cost trend rate would result in approximate increases in
postretirement benefit expenses of $1.8 million. A 1% decrease
in the health care cost trend rate would result in approximate
decreases in postretirement benefit expenses of $1.5 million. 401(k) Plan Effective January 1, 1994, the Company began matching salaried employee
contributions to the 401(k) plan with shares of WHXs Common Stock. Until
November 30, 2000, the Company matched 50% of the employees contributions. The
employer contribution was limited to a maximum of 3% of an employees salary.
As of November 30, 2000, the Company terminated the employer matching
contribution benefit. On August 1, 2003, the Company contributed 500,000
shares to its salaried employees through its 401(k) plan, pursuant to its plan
of reorganization. At December 31, 2003, 2002 and 2001, the 401(k) plan held
124,195 shares, 165,645 shares and 542,695 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 6.0% at December 31, 2003 and 6.5% at
December 31, 2002. At December 31, 2003, Other Employee Benefit Liabilities
totaled $31.1 million. At December 31, 2002, liabilities of $1.1 million and
$16.7 million were included in Other Employee Benefit Liabilities and
Liabilities Subject to Compromise  Other Liabilities, respectively. 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. In 2003 the courts determined that certain retirees and dependents were
not the responsibility of WPSC. In the fourth quarter of 2003, WPSC received
net cash proceeds of $7.2 million for premiums previously paid which was
recorded as income at that time. At December 31, 2003, the actuarially determined liability discounted at
6.0%, covering 40 assigned retirees and dependents and 25 orphans, totaled $2.9
million. At December 31, 2002, the actuarially determined liability discounted
at 6.5%, covering 348 assigned retirees and dependents and 157 orphans, totaled
$10.4 million. 52




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##### Table of Contents



NOTE EIncome Taxes The provision for income taxes consisted of the following: Income Taxes(Dollars in Thousands)Reorganized
    
    Predecessor CompanyFor the Five
    
    For the SevenMonths Ended
    
    Months Ended
    
    For the Year Ended December 31,Dec. 31, 2003
    
    July 31, 2003
    
    2002
    
    2001CurrentFederal tax provision (benefit)
    
    $
    8
    
    
    $
    (659
    )
    
    $
    
    
    
    $
    State tax provision
    
    
    6
    
    
    
    18
    
    
    
    11
    
    
    
    17Total income taxes current
    
    
    14
    
    
    
    (641
    )
    
    
    11
    
    
    
    17DeferredFederal tax provision (benefit)
    
    
    1
    
    
    
    
    
    
    
    
    
    
    
    Income tax provision (benefit)
    
    $
    15
    
    
    $
    (641
    )
    
    $
    11
    
    
    $
    17
 Total federal and state income taxes paid in 2003, 2002 and 2001 were $0.0
million, $0.0 million and $0.1 million, respectively. The Company received a
federal tax refund of $0.6 million in the predecessor period ended July 31,
2003 due to a ten year carry-back of certain provisions included in the 2002 tax act. The provision for income taxes differs from the amount of income tax
determined by applying the applicable U.S. statutory federal income tax rate of
35% to pretax income as follows: Tax Provision(Dollars in Thousands)ReorganizedCompany
    
    Predecessor CompanyFor the Five
    
    For the SevenMonths Ended
    
    Months EndedDec. 31,
    
    July 31,
    
    For the Year Ended December 31,2003
    
    2003
    
    2002
    
    2001Loss before taxes
    
    $
    (38,915
    )
    
    $
    322,790
    
    
    $
    (57,556
    )
    
    $
    (172,197
    )Tax provision (benefit) at statutory rate
    
    $
    (13,621
    )
    
    $
    112,977
    
    
    $
    (20,145
    )
    
    $
    (60,269
    )Increase (reduction) in tax due to:Equity earnings
    
    
    (757
    )
    
    
    (712
    )
    
    
    (1,086
    )
    
    
    (388
    )State income tax net of federal effect
    
    
    4
    
    
    
    12
    
    
    
    7
    
    
    
    11Change in valuation allowance
    
    
    14,364
    
    
    
    27,941
    
    
    
    21,158
    
    
    
    60,588Fresh start adjustment
    
    
    
    
    
    
    (140,205
    )
    
    
    
    
    
    
    Other
    
    
    25
    
    
    
    (654
    )
    
    
    77
    
    
    
    75Tax provision (benefit)
    
    $
    15
    
    
    $
    (641
    )
    
    $
    11
    
    
    $
    17
 53




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##### Table of Contents



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 Taxes(Dollars in Millions)Reorganized
    
    PredecessorCompany
    
    Companyas of December 31,2003
    
    2002Deferred Income Tax Sources:AssetsPostretirement and postemployment employee benefits
    
    $
    35.4
    
    
    $
    130.0Operating loss carryforward (expiring in 2011 to 2023)
    
    
    116.8
    
    
    
    220.2Minimum tax credit carryforwards (indefinite carryforward)
    
    
    
    
    
    
    18.2Pension and employee benefits
    
    
    23.4
    
    
    
    Provision for expenses and losses
    
    
    20.6
    
    
    
    24.8Leasing activities
    
    
    8.8
    
    
    
    12.4State income
taxes (net of federal benefit)
    
    
    11.7
    
    
    
    1.1Miscellaneous other
    
    
    10.6
    
    
    
    0.5Deferred tax assets
    
    $
    227.3
    
    
    $
    407.2LiabilitiesProperty, plant and equipment
    
    $
    (54.2
    )
    
    $
    (112.7
    )Inventory
    
    
    (31.2
    )
    
    
    (31.2
    )State income taxes (net of federal benefit)
    
    
    (11.8
    )
    
    
    (0.7
    )Miscellaneous other
    
    
    (0.6
    )
    
    
    (0.4
    )Deferred tax liability
    
    
    (97.8
    )
    
    
    (145.0
    )Valuation allowance
    
    
    (129.8
    )
    
    
    (262.2
    )Deferred income tax liabilitynet
    
    $
    (0.3
    )
    
    $
    
 As a result of the implementation of the Companys plan of reorganization,
various differences giving rise to deferred income tax liabilities or assets
were revalued. Additionally, in conjunction with the Companys emergence from
bankruptcy during 2003, certain tax attributes including net operating losses
and tax credits were reduced or eliminated in exchange for tax-free treatment
of cancellation of indebtedness income. The revaluation and/or reduction of
deferred tax asset and liability components amounted to a net reduction of tax
benefit amounting to approximately $190.7 million for which a valuation
allowance had been previously established. Subject to certain rules relating to the use of tax attributes upon
emergence from bankruptcy, the Company has the ability to use such attributes 
namely net operating losses  without restriction. However, due to
uncertainties surrounding future realization of these benefits, a full
valuation allowance remains in place against the Companys net deferred tax
asset. To the extent that such a benefit is capable of being utilized in the
future, the recognition of the benefit will first go to reduce intangible
assets, if any, and then as a direct addition to equity. During the
post-emergence period of 2003, the Companys valuation allowance increased
$29.9 million largely due to the increase in net operating losses for which
uncertainty exists as to their realizability. The statute of limitations has expired for years through 1999. Federal
tax returns have been examined by the Internal Revenue Service through 1997.
Additionally, while the Company is no longer affiliated with WHX Corporation,
the Companys former parent, the Companys tax attributes could be impacted by
an audit of WHX for those years in which the Company was still a part of the
WHX affiliated group. Management believes it has adequately provided for all
taxes on income. 54




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##### Table of Contents



Note FInventories Inventories(Dollars in Thousands)Reorganized
    
    PredecessorCompany
    
    CompanyAs of December 31,2003
    
    2002Finished products
    
    $
    31,227
    
    
    $
    31,705In-process
    
    
    90,170
    
    
    
    112,319Raw materials
    
    
    26,808
    
    
    
    22,544Other materials and supplies
    
    
    378
    
    
    
    17,054148,583
    
    
    
    183,622LIFO reserve
    
    
    (1,688
    )
    
    
    469$
    146,895
    
    
    $
    184,091
 During 2003, 2002 and 2001, certain inventory quantities were reduced,
resulting in liquidations of LIFO inventories, the effect of which increased
income by $2.2 million in 2003, decreased income by approximately $0.8 million
in 2002, and increased income by $4.8 million in 2001. Note GProperty, Plant and Equipment Property, Plant and Equipment(Dollars in Thousands)Reorganized
    
    PredecessorCompany
    
    CompanyAs of December 31,2003
    
    2002Land and mineral properties
    
    $
    8,529
    
    
    $
    39,480Buildings, machinery and equipment
    
    
    318,681
    
    
    
    1,175,053Construction in progress
    
    
    70,606
    
    
    
    32,390397,816
    
    
    
    1,246,923Less accumulated depreciation and amortization
    
    
    10,051
    
    
    
    716,355$
    387,765
    
    
    $
    530,568
 The basis of property, plant and equipment was revalued to fair market
value in accordance with SOP 90-7. The overall write-down of property, plant
and equipment was approximately $133.3 million at July 31, 2003. Depreciation expense calculated using the straight-line method amounted
to $10.1 million at December 31, 2003. Prior to reorganization, the Company
utilized the modified units of production method of depreciation which
correlated a time factor to the physical wear and tear of the equipment based
upon the level of raw steel production. For the periods ended July 31, 2003,
December 31, 2002 and December 31, 2001, depreciation adjustments under the
modified units of production method reduced straight-line depreciation by $2.3
million, $0.9 million and $1.8 million respectively. As
of December 31, 2003 and December 31, 2002, the Company had two capital leases in the amount
of $8.1 million and $7.1 million respectively. These
capital leases were classified as long-term debt in 2003 and as Debt in Liabilities Subject to
Compromise in 2002. Note HLiabilities Subject to Compromise and Pre-petition Long Term Debt The principal categories of claims that were classified as liabilities
subject to compromise under the Companys reorganization proceedings are
identified below. These liabilities included substantially all the current and
non-current liabilities of the Company as of November 16, 2000, the date the
Chapter 11 petition was filed. 55




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##### Table of Contents



Liabilities Subject to Compromise(Dollars in Thousands)Predecessor CompanyAs of December 31, 2002Other federal, state and local taxes
    
    $
    1,717Debt, see table below
    
    
    356,384Interest accrued through November 16, 2000
    
    
    13,738Unfunded provisions related to retiree medical benefits (see Note D)
    
    
    360,518Trade payables
    
    
    117,020Other liabilities
    
    
    40,924Total liabilities subject to compromise recorded at December 31:
    
    $
    890,301
 Debt included in liabilities subject to compromise at December 31, 2002 is
summarized below: Pre-Petition Long Term Debt(Dollars in Thousands)Predecessor CompanyAs of December 31, 2002Senior
Unsecured Notes due 2007, 91⁄4%
    
    $
    274,266Term Loan Agreement due 2006, floating rate
    
    
    75,000Other
    
    
    7,118Total Long-Term Debt(1)
    
    $
    356,384
  (1)
    
    No estimate of fair value was available for December 31, 2002. As a result of the bankruptcy filing, principal and interest payments may
not be made on pre-petition debt without Bankruptcy Court approval or until
reorganization plan defining the repayment terms has been confirmed. For the
seven months ended July 31, 2003 and the years ended December 31, 2002 and
2001, interest not paid or charged to earnings totaled $ 16.9 million, $29.9
million and $31.6 million, respectively. Such interest was not being accrued
since it was not probable that it would be treated as an allowed claim. 91⁄4% Senior Notes Due 2007 and Term Loan: On November 26, 1997 the Company issued $275 million principal amount of
91⁄4% Senior Notes. Interest on the 91⁄4% Senior Notes was payable
semi-annually on May 15 and November 15 of each year. The Senior Notes were to
mature on November 15, 2007. The 91⁄4% Senior Notes were fully and
unconditionally guaranteed on a joint and several and senior basis by the
guarantors, which consisted of the Companys present and future operating
subsidiaries. On November 26, 1997 the Company entered into a Term Loan Agreement with
DLJ Capital Funding Inc., as syndication agent pursuant to which it borrowed
$75 million. The Companys obligations under the Term Loan Agreement were
guaranteed by its present and future operating subsidiaries. All of the pre-petition liabilities disclosed above were settled as part
of our plan of reorganization, which was approved by the court and became
effective August 1, 2003 Note ILong Term Debt $250 Million Term Loan In connection with our plan of reorganization, WPSC entered into a
five-year $250 million senior secured term loan facility with a bank group led
by Royal Bank of Canada as administrative agent. The term loan is arranged in
three 56




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##### Table of Contents



tranches
with varying degrees of risk and interest rates. Interest on
borrowings is calculated based on either LIBOR or the prime rate
using spreads as defined for each tranche in the agreement. The
blended rate of interest was approximately 3.8% at
December 31, 2003. The term loan is to be repaid beginning in the third
quarter of 2004 through the first quarter of 2008 in quarterly installments of
$6.25 million with a final payment of $156.25 million due at maturity. A federal government guarantee from the Emergency Steel Loan Guarantee
Board, also referred to as the Steel Board, covers 85% or $21.25 million of the
$25 million first tranche of the term loan held by Royal Bank of Canada, and
95% or approximately $198.75 million of the approximately $209 million second
tranche of the term loan held by various lenders. The Steel Board guarantee is
a guarantee of principal only. The Steel Board guarantee terminates only if the
administrative agent fails to make a payment demand within thirty days from the
date of any payment default or if any lender transfers its interest in the term
loan facility contrary to provisions of the appropriate sections of the
guarantee. The Steel Board guarantee expires thirteen years after the closing
of the term loan facility, or eight years after scheduled maturity. The
remaining 5% of the second tranche of the term loan is backed by an
unconditional guarantee from the State of West Virginia. Additionally, the term
loan is guaranteed by WPC and WPSCs subsidiaries. Of the approximately $15.8
million third tranche of the term loan, approximately $3.8 million is held by
Danieli Corporation as a vendor/supplier to WPSC and approximately $12 million
is held by the State of Ohio through the Ohio Department of Development. The
term loan is collateralized by a first lien on all of our tangible and
intangible assets (other than accounts receivable and inventory) and our equity
interests in our joint ventures, and a second lien on our accounts receivable
and inventory. A portion of the term loan was used to finance our plan of reorganization
by paying off our debtor-in-possession credit facility and paying other cash
claims under our plan of reorganization. In addition, $112 million of the term
loan has been placed in a restricted cash account relating to the construction
of an electric arc furnace. Pursuant to the provisions of the term loan credit
agreement, we are subject to, and are currently in compliance with, various
affirmative covenants customary for a debt financing of this type, including
provision of financial reports, compliance with payment and contractual
obligations and requirements of law, maintenance of existence and property,
maintenance of insurance, and compliance with the terms and conditions of the
Steel Board guarantee and the State of West Virginia guarantee. In addition, we
are subject to, and are currently in compliance with, various negative
covenants. $225 Million Revolving Credit Facility In connection with our plan of reorganization, WPSC entered into a
three-year $225 million senior secured revolving credit facility with a bank
group arranged by Royal Bank of Canada and General Electric Capital
Corporation Capital Markets Group. The
revolving credit facility is guaranteed by WPC and WPSCs subsidiaries. The
revolving credit facility is collateralized by a first lien on our accounts
receivable and inventory and a third lien on our other tangible and intangible
assets and our equity interest in our joint ventures. The revolving credit
facility is to be available at agreed advance rates, subject to our audited
accounts receivable and inventory borrowing base. The revolving
credit facility requires the maintenance of a minimum $50
million borrowing availability. Failure to maintain such minimum
availability could result in a covenant
violation. Interest on borrowings is calculated based on either LIBOR
or the prime rate using spreads based on facility borrowing
availability as defined in the agreement. The blended rate of
interest was approximately 4.9% at December 31, 2003. At December 31, 2003, we had borrowed approximately
$79.3 million under the revolving credit facility. At December 31, 2003 the
Company had $6.7 million of net excess availability over the required minimum
$50 million availability. Based on its projections of future availability under
the revolving credit facility, the Company believes that it will remain in
compliance with the required minimum $50 million availability. Pursuant to the provisions of the revolving loan agreement, we are subject
to, and are currently in compliance with, various affirmative covenants and
negative covenants, including financial condition covenants, which are
substantially similar to many of those contained in the term loan credit
agreement as described above. $40 Million Series A Notes On August 1, 2003, pursuant to our plan of reorganization, WPSC issued new
Series A secured notes in the aggregate principal amount of $40 million in
settlement of claims under our bankruptcy proceedings. The Series A notes were
issued under an indenture between WPSC and Bank One, N.A., as trustee. The
Series A notes mature on August 1, 2011 and they have no fixed amortization,
meaning that no payment of principal shall be required until such notes become
due. The Series A notes bear interest at a rate of 5% per annum until July 1,
2008. Thereafter, such notes bear interest at a rate of 8% per annum. 57




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The Series A notes are collateralized by a second lien on our tangible and
intangible assets (other than accounts receivable and inventory) and our equity
interests in our joint ventures and a third lien on our accounts receivable and
inventory. Until August 1, 2008, fifty percent of the payments to WPSC from the
Wheeling-Nisshin and OCC joint ventures, in respect of loans to, or equity
interest in, such joint ventures, will be applied to payments on the Series A
notes. Thereafter, one hundred percent of such payments from the joint ventures
to WPSC will be applied to the Series A notes. However, WPSC must pay cash
interest of at least 2% per annum. In the event that at any time the payments
from the joint ventures are not adequate to pay all interest then owing, or if
WPSC is not in compliance with the terms of the term loan facility and/or the
revolving credit facility, the remaining portion of the principal upon which
cash interest has not been paid will receive payment-in-kind interest at a rate
of 8% per annum during the first five years of the term of the Series A notes,
and at a rate of 10% per annum thereafter. In addition, the Series A notes are subrogated to the first lien and other
rights of the term loan facility and any refinancing of the scheduled amounts
due hereunder to the extent of $14.2 million plus any funds received by WPSC
from WPC, Wheeling-Nisshin and OCC subsequent to April 15, 2003 and not
utilized to pay the Series A notes. We are subject to, and are currently in compliance with, various
affirmative covenants and negative covenants set forth in the Series A note
indenture. $20 Million Series B Notes On August 1, 2003, pursuant to our plan of reorganization, WPSC issued new
Series B secured notes in the aggregate principal amount of $20 million in
settlement of claims under our bankruptcy proceedings. The Series B notes were
issued under an indenture between WPSC and Bank One, N.A., as trustee. The
Series B notes mature on August 1, 2010 and they have no fixed amortization,
meaning that no payment of principal shall be required until such notes become
due. The Series B notes bear interest at a rate of 6% per annum to the extent
interest is paid in cash. WPSC must pay cash interest of at least 2% per annum.
Payment of cash interest in excess of 2% per annum is dependent upon our
remaining in compliance with our new credit agreements and the Series A notes.
In the event that we are not in compliance with the terms of the term loan
facility, the revolving credit facility and/or the Series A notes, or our cash
flow is insufficient to cover any or all of the interest, the remaining portion
of the principal upon which cash interest has not been paid will receive
payment-in-kind interest at a rate of 8% per annum. In addition, the Series B notes are collateralized by a fifth lien on our
tangible and intangible assets, including our equity interests in our joint
ventures and our accounts receivable and inventory. We are subject to, and are currently in compliance with, various
affirmative and negative covenants under the Series B note indenture, which are
substantially similar to many of those contained in the Series A note
indenture. $10 Million Unsecured Note On August 1, 2003, pursuant to our plan of reorganization, WPSC issued an
unsecured note in the aggregate principal amount of $10 million to WHX
Corporation, referred to as the WHX note. The WHX note matures in 8 years and
has no fixed amortization, meaning that no payment of principal shall be
required until such note becomes due. The WHX note bears interest at a rate of
6% per annum. Such note is subordinated in right of payment to our credit
agreements, the Series A notes and the Series B notes. Certain Other Obligations In connection with the implementation of our plan of reorganization, we
reached agreements with various parties to defer payments of indebtedness and
reduce costs in order to preserve liquidity upon emergence from bankruptcy.
These agreements include:  
    
    Modification and assumption agreement between WPSC and Danieli
Corporation -This agreement modifies an agreement between WPSC and
Danieli Corporation, dated July 6, 2000, pursuant to which WPSC agreed
to purchase from Danieli Corporation certain roll-changing equipment.
Under the original agreement, WPSC owed approximately $7.36 million to
Danieli Corporation. Pursuant to the modified agreement, WPSC paid
Danieli Corporation approximately $2.36 million. Approximately $3.8
million of the balance of the amount owed to Danieli Corporation has
been converted into a portion of the secured term loans under our term
loan facility that 58




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##### Table of Contents



is not secured by the Steel Board. The balance of the
amount owed to Danieli Corporation has been converted into a promissory
note. In addition, WPSC agreed to pay Danieli Corporation approximately
$2.58 million (of which approximately $96 thousand has been paid and the
balance of which is to be paid in progress payments as work is completed
in 2004) to complete the roll-changing project and for rehabilitation,
storage and other costs of Danieli Corporation.
    
    Loan modification agreement between WPSC and the Ohio Department of
Development Under this agreement we made a $2.0 million partial
prepayment of the $6.985 million owed by WPSC to the Ohio Department of
Development pursuant to a loan, dated as of January 18, 2002, from the
Ohio Department of Development and we were granted a two-year deferral
of $4.985 million of such loan at an interest rate of 3% per annum.
    
    Loan agreement between WPSC and the State of West Virginia
-In
connection with WPSCs repayment of a $5 million loan from the West
Virginia Development Office, WPSC has entered into a $6.5 million loan
agreement with the State of West Virginia. The loan has a five-year term
and bears interest at a rate of approximately 4.4% per annum.
    
    Agreement amongst WPSC, Itabira Rio Doce Company, Ltd. and Rio Doce
Limited This agreement provides for repayment, in equal monthly
installments over a period not to exceed eighteen months from May 1,
2003, of
WPSCs $5.1 million deferred payment obligation under a certain iron ore
sales agreement, dated October 1, 2001. Shown below are the long-term debt obligations as of December 31, 2003 and
2002: Long Term Debt(Dollars in Thousands)Reorganized
    
    PredecessorCompany
    
    CompanyAs of December 31,2003
    
    2002Term Loan
    
    $
    250,000
    
    
    $
    DIP Credit Facility
    
    
    
    
    
    
    35,222State Loans
    
    
    11,524
    
    
    
    11,985WHX Loan
    
    
    10,224
    
    
    
    5,000Series A Note
    
    
    40,705
    
    
    
    Series B Note
    
    
    20,397
    
    
    
    Virginia Industrial Revenue Bond
    
    
    4,598
    
    
    
    Nevada Industrial Revenue Bond
    
    
    3,497
    
    
    
    Other
    
    
    2,449
    
    
    
    4,545343,394
    
    
    
    56,752Less portion due within one year
    
    
    2,698
    
    
    
    43,575Long-Term Debt
    
    $
    340,696
    
    
    $
    13,177
 Pursuant to a Memorandum of Understanding (MOU), WHX provided $5.0
million in secured loans to the Company during the fourth quarter of 2001 to
increase liquidity and sustain continued operations. The loans bear interest
at the rate of 6% per annum and will mature on the earlier of the (a)
substantial consummation of a Plan of Reorganization, (b) termination of the
MOU, or (c) December 31, 2002. Payment was not made on December 31, 2002, but
the loan became part of the reorganization cancellation of debt. Pursuant to a
negotiated agreement among the USWA, WHX and the Company in January 2002, the
Company received loans in the amount of $7.0 million and $5.0 million from the
states of Ohio and West Virginia, respectively. The West Virginia loan was paid
off in reorganization. The Ohio loan was paid down to $5.0 million in
reorganization and the balance is due August 1, 2005. Principal
amounts of long-term debt (in thousands) maturing in each of the next five years is as follows:
2004, $15,197; 2005, $31,058; 2006, $26,133; 2007, $25,730; and 2008, $169,599. 59




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Interest Cost Aggregate interest costs on debt and amounts capitalized during the three
years ended December 31, 2003, are as follows: Interest Cost(Dollars in Thousands)ReorganizedCompany
    
    Predecessor CompanyFor the Five
    
    For the Seven
    
    For the Year EndedMonths Ended
    
    Months Ended
    
    December 31,Dec. 31,
    
    July 31,2003
    
    2003
    
    2002
    
    2001Aggregate interest expense on long-term debt
    
    $
    10,457
    
    
    $
    10,023
    
    
    $
    17,761
    
    
    $
    21,611Less: Capitalized interest
    
    
    243
    
    
    
    838
    
    
    
    1,774
    
    
    
    4,163Interest expense
    
    $
    10,214
    
    
    $
    9,185
    
    
    $
    15,987
    
    
    $
    17,448Interest Paid
    
    $
    6,393
    
    
    $
    6,966
    
    
    $
    11,618
    
    
    $
    15,905
 NOTE JRelated Party Transactions The Company regularly sells steel product at prevailing market prices to
Unimast Incorporated (Unimast) and PCC, wholly-owned subsidiaries of WHX.
During 2003, 2002 and 2001, the Company shipped $0.0 million, $0.5 million and
$2.2 million, respectively of steel product to Unimast. In August 2002, WHX
sold its interest in Unimast to an unrelated party. During 2003, 2002 and
2001, the Company shipped $14.0 million, $20.8 million and $7.0 million,
respectively of steel product to PCC. Amounts due the Company from Unimast at
December 31, 2003 and 2002 were $0.0 million and $0.1 million, respectively.
Amounts due the Company from PCC at December 31, 2003 and 2002 were $1.5
million and $2.0 million, respectively. WHX provided funds for the purchase of
natural gas during 2001. At December 31, 2003 the Company did not owe WHX any
money for gas purchased. Pursuant to our plan of reorganization which became effective August 1,
2003 the Company ceased to be a subsidiary of WHX. WHX has no ownership
interest in WPC after the effective date. NOTE KCommitments and Contingencies Environmental Matters Prior to confirmation of our plan of reorganization effective August 1,
2003, we settled all pre-petition environmental liability claims made by state
(Ohio, West Virginia, Pennsylvania) and federal (USEPA) environmental
regulatory agencies. Consequently, we believe we have settled and/or
discharged environmental liability for any CERCLA
(Superfund) sites, pre-petition stipulated penalties related to active
consent decrees, or other pre-petition regulatory enforcement actions. Currently, we estimate that stipulated penalties and fines for
post-petition events and activities through December 31, 2003
total $1,931,500.
These claims arise from instances in which we exceeded post-petition consent decree terms,
including: (a) $234,500 related to a July 1991 USEPA consent decree for water
discharges to the Ohio River; (b) $75,000 related to a September 20, 1999 Ohio
EPA consent decree for our coke oven gas desulfurization facility; and (c)
$1,622,000 related to a January 30, 1996 USEPA consent decree for our coke oven
gas desulfurization facility. In September 2000, we entered into a consent order with the West Virginia
Department of Environmental Protection wherein we agreed to remove contaminated
sediments from the bed of the Ohio River. We spent approximately $1.4 million
on these activities in 2002 and an additional $400,000 in 2003. During removal
activities in 2003, we discovered a broader area of contaminated sediments. We
identified the spatial limits of these contaminated sediments and estimate
their removal costs at $4.0 million. 60




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We are under a final administrative order issued by the USEPA in June 1998
to conduct a Resource Conservation and Recovery Act Facility Investigation to
determine the nature and extent of soil and groundwater contamination at our
Coke Plant in Follansbee, WV. USEPA has approved our investigation Work plan,
and field activities are scheduled for 2004. Following our investigation we
will to perform a Corrective Measures Study to determine possible remedial
measures. We expect some remediation measures will be necessary and could
commence within the next three to five years. We have reserved approximately
$5.2 million for such remediation measures. However, until the field
investigation is completed and the EPA approves our remediation plan, the full
extent and cost of remediation cannot be ascertained. The USEPA conducted a multimedia inspection of our Steubenville, Mingo
Junction, Yorkville and Martins Ferry, Ohio and Follansbee, West Virginia
facilities in March and June 1999. The inspection covered all environmental
regulations applicable to these plants. Many of the issues have been resolved
and settled prior to emergence from Chapter 11 bankruptcy. We have reserved
$1.4 million for resolution of outstanding issues. Capital expenditures for environmental projects totaled $1.7 million in
2002 and $1.0 in 2003. We estimate capital expenditures for environmental
projects to be $3.6 for 2004, $9.3 for 2005 and $7.0 for 2006. However, due to
the possibility of unanticipated factual or regulatory developments, the amount
and timing of future capital expenditures may vary substantially from such
estimates. Non-current accrued environmental liabilities totaled $18.1 million in
2002 and $14.7 million in 2003. These accruals were based on all available
information to the Company. As new information becomes available, including
information provided by third parties and new or changing environmental
regulations, the liabilities are reviewed and the accruals are adjusted
accordingly on a quarterly basis. We believe we have adequately provided for
our present environmental liabilities using our best judgment of known issues. Commitments The Company entered into a 15-year take-or-pay contract in 1999 that was
amended in 2003 that requires the Company to purchase oxygen, nitrogen and
argon each month with a minimum monthly charge of approximately $0.6 million,
subject to escalation clauses. Payments for deliveries of oxygen totaled $9.3
million in 2003, $7.0 million in 2002 and $7.5 million in 2001. The Company entered into a 20-year take-or-pay contract in 1999, that was
amended in 2003 that requires the Company to purchase steam and electricity
each month or pay a minimum monthly charge of approximately $0.4 million. A
variable portion of the contract is calculated as $3.75 times the number of
tons of iron produced each month with an agreed to minimum of 3,000 tons per
day. Payments for deliveries of steam and electricity totaled $8.8 million in
2003, $13.8 million in 2002 and $14.6 million in 2001. If the Company elects to
terminate the contract early, as of December 31, 2003, a maximum termination
payment of $37.0 million would be required. In 2004, the Company entered into a take-or-pay contract to purchase coal
each month with a minimum monthly charge of approximately $1.6 million. The
term of the contract expires on December 31, 2007, while the Company has the
sole option to terminate the contract on or after January 1, 2006. After such
date, the pricing will be subject to market conditions with a cap collar.
Payments for deliveries of coal totaled $11.8 million in 2003, $16.4 million in
2002 and $7.3 million in 2001. As of December 31, 2003, if the Company elects
to terminate the contract, a maximum termination payment of $37.4 million would
be required. 61




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NOTE LOther Income Other Income(Dollars in Thousands)ReorganizedCompany
    
    Predecessor CompanyFor the Five
    
    For the Seven
    
    For the Year EndedMonths Ended
    
    Months Ended
    
    December 31,Dec. 31,
    
    July 31,2003
    
    2003
    
    2002
    
    2001Interest and investment income
    
    $
    638
    
    
    $
    360
    
    
    $
    764
    
    
    $
    973Equity income
    
    
    2,705
    
    
    
    2,544
    
    
    
    3,882
    
    
    
    1,274Other, net
    
    
    1,007
    
    
    
    324
    
    
    
    (79
    )
    
    
    (1,896
    )$
    4,350
    
    
    $
    3,228
    
    
    $
    4,567
    
    
    $
    351
 Note MReorganization Items Reorganization expenses are comprised of items of income, expense and loss
that were realized or incurred by the Company as a result of its decision to
reorganize under Chapter 11 of the Bankruptcy Code. Reorganization and
professional fee expense and cash payments related to continuing operations
during 2003, 2002 and 2001 were $8.1 million and $12.4 million in 2003, $11.8
million and $10.6 million for 2002, and $14.2 million and $13.9 million for
2001, respectively. Other reorganization income (expense) items are summarized below: Reorganization Items(Dollars in Thousands)Predecessor CompanyFor the Seven
    
    For the Year EndedMonths Ended
    
    December 31,July 31,2003
    
    2002
    
    2001Gain (loss) on sale or disposal of assets
    
    $
 
    
    
    $
    1,258
    
    
    $
    (936
    )Fresh start adjustments
    
    
    (152,708
    )Gain on discharge of debt
    
    
    557,541Gain from sale of PCC assets
    
    
    
    
    
    
    
    
    
    
    9,818Gain on settlement of intercompany accounts
    
    
    
    
    
    
    
    
    
    
    367Other
    
    
    (4,758
    )
    
    
    4
    
    
    
    $
    400,075
    
    
    $
    1,262
    
    
    $
    9,249
 Note NInformation on Significant Joint Ventures The Company owns 35.7% of Wheeling-Nisshin. Wheeling-Nisshin had no debt
outstanding at December 31, 2003 and December 31, 2002. The Company derived
approximately 16.3% and 15.6% of its revenues from sale of steel to
Wheeling-Nisshin in 2003 and 2002, respectively. The Company received
dividends of $2.5 million from
Wheeling-Nisshin for the seven months ended July 31, 2003 and $1.25
million in 2002. Accounts Receivable due the Company at December 31, 2003 totaled $5.6
million. The Company owns 50% of OCC. OCC had total debt outstanding at December
31, 2003 and 2002 of approximately $33.9 million and $44.3 million,
respectively. The Company
derived approximately 11.2% and 10.6% of its revenues from sale of steel to OCC
in 2003 and 2002, respectively. Accounts Receivable due the Company at
December 31, 2003 totaled $10.1 million. 62




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Note OSummarized combined
financial information of the subsidiary guarantors of the $250 million senior
secured term loan facility and $225 million senior secured revolving credit
facility

WPSC entered into a $250 million senior secured term loan facility, which
is guaranteed in part by the Emergency Steel Loan Guarantee Board, the State of
West Virginia, WPC and WPSCs subsidiaries and is collateralized by a first
lien on the Companys tangible and intangible assets (other than accounts
receivable and inventory) and the Companys equity interests in our joint
ventures and a second lien on our accounts receivable and inventory. The
Company also entered into a $225 million senior secured revolving credit
facility, which is guaranteed by WPC and WPSCs subsidiaries and is
collateralized by a first lien on our accounts receivable and inventory and a
third lien on our other tangible and intangible assets and our equity interests
in our joint ventures. Each guarantor subsidiary is 100% owned by WPC or one of
its 100% owned subsidiaries, and any subsidiary of WPC that is not a guarantor
is a minor subsidiary individually and all such non guarantor subsidiaries in
the aggregate are minor. Condensed consolidating financial information for the
Company and the subsidiary guarantors are as follows:

CONDENSED CONSOLIDATING BALANCE SHEETS

|                                           |                                        |   |                           |         |                        |    |            |         |            |         |              |          |                   |   |         |         |  |         | 
|------------------------------------------ | -------------------------------------- | - | ------------------------- | ------- | ---------------------- | -- | ---------- | ------- | ---------- | ------- | ------------ | -------- | ----------------- | - | ------- | ------- |  | ------- | 
|                                           |                                        |   |                           |         | December 31, 2003     
|                                           |                                        |   |                           |         | (Dollars in Thousands)
|                                           |                                        |   |                           |         |                        |    |            |         |            |         |              |          |                   |   |         |         |  |         | 
|                                           |                                        |   |                           |         |                        |    |            |         |            |         |              |          | Consolidating and |   |         |         | 
|                                           |                                        |   |                           |         |                        |    |            |         | Subsidiary |         | Eliminating  |          | WPC              
|                                           |                                        |   |                           |         | WPC                    |    | Guarantors |         | Entries    |         | Consolidated
|                                           |                                        |   |                           |         |                        |    |            |         |            |         |             
|Assets                                     |                                        |   |                           |         |                        |    |            |         |            |         |              |          |                   |   |         |        
|                                           | Cash and cash equivalents              |   | $                         |        |                        |    | $          | 4,767   |            |         | $            |         |                   |   | $       | 4,767   | 
|                                           | Trade accounts receivables             |   |                           |        |                        |    |            | 104,025 |            |         |              |         |                   |   |         | 104,025 | 
|                                           | Inventories                            |   |                           |        |                        |    |            | 146,895 |            |         |              |         |                   |   |         | 146,895 | 
|                                           | Other current assets                   |   |                           | 12      |                        |    |            | 11,571  |            |         |              |         |                   |   |         | 11,583  | 
|                                           |                                        |   | Total current assets      |         |                        | 12 |            |         |            | 267,258 |              |          |                   |  |         |         |  | 267,270 | 
|                                           | Intercompany receivables               |   |                           |        |                        |    |            | 495     |            |         |              | (495     | )                 |   |         |        | 
|                                           | Property, plant and equipment - net    |   |                           |        |                        |    |            | 387,765 |            |         |              |         |                   |   |         | 387,765 | 
|                                           | Investments and advances in affiliates |   |                           | 104,593 |                        |    |            | 42,857  |            |         |              | (104,593 | )                 |   |         | 42,857  | 
|                                           | Other non-current assets               |   |                           | 896     |                        |    |            | 170,098 |            |         |              |         |                   |   |         | 170,994 | 
|                                           |                                        |   |                           |         |                        |    |            |         |            |         |              |          |                   |   |         |         | 
|Total Assets                               |                                        | $ | 105,501                   |         |                        | $  | 868,473    |         |            | $       | (105,088     | )        |                   | $ | 868,886 |        
|                                           |                                        |   |                           |         |                        |    |            |         |            |         |              |          |                   |   |         |         | 
|Liabilities and Stockholders Equity       |                                        |   |                           |         |                        |    |            |         |            |         |              |          |                   |   |         |        
|                                           | Accounts payable                       |   | $                         |        |                        |    | $          | 76,108  |            |         | $            |         |                   |   | $       | 76,108  | 
|                                           | Other current liabilities              |   |                           | 33      |                        |    |            | 183,364 |            |         |              |         |                   |   |         | 183,397 | 
|                                           |                                        |   | Total current liabilities |         |                        | 33 |            |         |            | 259,472 |              |          |                   |  |         |         |  | 259,505 | 
|                                           | Intercompany
payable                   |   |                           | 495     |                        |    |            |        |            |         |              | (495     | )                 |   |         |        | 
|                                           | Long term debt                         |   |                           |        |                        |    |            | 340,696 |            |         |              |         |                   |   |         | 340,696 | 
|                                           | Other non-current liabilities          |   |                           | 360     |                        |    |            | 163,712 |            |         |              |         |                   |   |         | 164,072 | 
|                                           | Stockholders equity                   |   |                           | 104,613 |                        |    |            | 104,593 |            |         |              | (104,593 | )                 |   |         | 104,613 | 
|                                           |                                        |   |                           |         |                        |    |            |         |            |         |              |          |                   |   |         |         | 
|Total Liabilities and Stockholders Equity |                                        | $ | 105,501                   |         |                        | $  | 868,473    |         |            | $       | (105,088     | )        |                   | $ | 868,886 |        
|                                           |                                        |   |                           |         |                        |    |            |         |            |         |              |          |                   |   |         |         | 

|                                           |                                        |   |                           |         |                        |     |            |          |            |         |              |          |                   |   |         |          |   |         | 
|------------------------------------------ | -------------------------------------- | - | ------------------------- | ------- | ---------------------- | --- | ---------- | -------- | ---------- | ------- | ------------ | -------- | ----------------- | - | ------- | -------- | - | ------- | 
|                                           |                                        |   |                           |         | December
31, 2002     
|                                           |                                        |   |                           |         | (Dollars in Thousands)
|                                           |                                        |   |                           |         |                        |     |            |          |            |         |              |          |                   |   |         |          |   |         | 
|                                           |                                        |   |                           |         |                        |     |            |          |            |         |              |          | Consolidating and |   |         |          |  
|                                           |                                        |   |                           |         |                        |     |            |          | Subsidiary |         | Eliminating  |          | WPC              
|                                           |                                        |   |                           |         | WPC                    |     | Guarantors |          | Entries    |         | Consolidated
|                                           |                                        |   |                           |         |                        |     |            |          |            |         |             
|Assets                                     |                                        |   |                           |         |                        |     |            |          |            |         |              |          |                   |   |         |         
|                                           | Cash and cash equivalents              |   | $                         | 37      |                        |     | $          | 8,506    |            |         | $            |         |                   |   | $       | 8,543    |  
|                                           | Trade accounts receivables             |   |                           |        |                        |     |            | 130,593  |            |         |              |         |                   |   |         | 130,593  |  
|                                           | Inventories                            |   |                           |        |                        |     |            | 184,091  |            |         |              |         |                   |   |         | 184,091  |  
|                                           | Other current assets                   |   |                           | 225     |                        |     |            | 7,252    |            |         |              |         |                   |   |         | 7,477    |  
|                                           |                                        |   | Total current assets      |         |                        | 262 |            |          |            | 330,442 |              |          |                   |  |         |          |   | 330,704 | 
|                                           | Intercompany receivables               |   |                           | 189,984 |                        |     |            | 235,161  |            |         |              | (425,145 | )                 |   |         |         |  
|                                           | Property, plant and equipment - net    |   |                           | 11,842  |                        |     |            | 518,726  |            |         |              |         |                   |   |         | 530,568  |  
|                                           | Investments and advances in affiliates |   |                           | (50,602 | )                      |     |            | 664      |            |         |              | 110,705  |                   |   |         | 60,767   |  
|                                           | Other non-current assets               |   |                           | 251,224 |                        |     |            | (214,147 | )          |         |              |         |                   |   |         | 37,077   |  
|                                           |                                        |   |                           |         |                        |     |            |          |            |         |              |          |                   |   |         |          |  
|Total Assets                               |                                        | $ | 402,710                   |         |                        | $   | 870,846    |          |            | $       | (314,440     | )        |                   | $ | 959,116 |         
|                                           |                                        |   |                           |         |                        |     |            |          |            |         |              |          |                   |   |         |          |  
|Liabilities and Stockholders Equity       |                                        |   |                           |         |                        |     |            |          |            |         |              |          |                   |   |         |         
|                                           | Accounts payable                       |   |                           |        |                        |     | $          | 71,048   |            |         |              |         |                   |   |         | 71,048   |  
|                                           | Other current liabilities              |   |                           | 30      |                        |     |            | 259,881  |            |         |              |         |                   |   |         | 259,911  |  
|                                           |                                        |   | Total current liabilities |         |                        | 30  |            |          |            | 330,929 |              |          |                   |  |         |          |   | 330,959 | 
|                                           | Liabilities subject to compromise      |   |                           | 376,077 |                        |     |            | 514,224  |            |         |              |         |                   |   |         | 890,301  |  
|                                           | Intercompany notes payable             |   |                           | 102,485 |                        |     |            | 322,660  |            |         |              | (425,145 | )                 |   |         |         |  
|                                           | Long term debt                         |   |                           |        |                        |     |            | 13,177   |            |         |              |         |                   |   |         | 13,177   |  
|                                           | Other non-current liabilities          |   |                           |        |                        |     |            | 35,850   |            |         |              |         |                   |   |         | 35,850   |  
|                                           | Stockholders equity                   |   |                           | (75,882 | )                      |     |            | (345,994 | )          |         |              | 110,705  |                   |   |         | (311,171 | )
|                                           |                                        |   |                           |         |                        |     |            |          |            |         |              |          |                   |   |         |          |  
|Total Liabilities and Stockholders Equity |                                        | $ | 402,710                   |         |                        | $   | 870,846    |          |            | $       | (314,440     | )        |                   | $ | 959,116 |         
|                                           |                                        |   |                           |         |                        |     |            |          |            |         |              |          |                   |   |         |          |  

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CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

|            |                                                                |  |                                         |         |            |  |            |         |              |  |                   |        |  |  |   |         |  
|----------- | -------------------------------------------------------------- |  | --------------------------------------- | ------- | ---------- |  | ---------- | ------- | ------------ |  | ----------------- | ------ |  |  | - | ------- | -
|            |                                                                |  | For Five Months Ended December 31, 2003
|            |                                                                |  | (Dollars in Thousands)                 
|            |                                                                |  |                                         |         |            |  |            |         |              |  |                   |        |  |  |   |         |  
|            |                                                                |  |                                         |         |            |  |            |         |              |  | Consolidating and |        |  |  |  
|            |                                                                |  |                                         |         |            |  | Subsidiary |         | Eliminating  |  | WPC              
|            |                                                                |  | WPC                                     |         | Guarantors |  | Entries    |         | Consolidated
|            |                                                                |  |                                         |         |            |  |            |         |             
|Income Data |                                                                |  |                                         |         |            |  |            |         |              |  |                   |        |  |  |   |        
|            | Net sales                                                      |  | $                                       |        |            |  | $          | 396,902 |              |  | $                 |       |  |  | $ | 396,902 |  
|            | Cost of products sold, excluding depreciation                  |  |                                         |        |            |  |            | 395,950 |              |  |                   |       |  |  |   | 395,950 |  
|            | Depreciation                                                   |  |                                         |        |            |  |            | 10,473  |              |  |                   |       |  |  |   | 10,473  |  
|            | Selling, administrative and general expense                    |  |                                         | 389     |            |  |            | 23,175  |              |  |                   |       |  |  |   | 23,564  |  
|            | Reorganization and professional fee expense                    |  |                                         | (35     | )          |  |            |        |              |  |                   |       |  |  |   | (35     | )
|            |                                                                |  |                                         |         |            |  |            |         |              |  |                   |        |  |  |   |         |  
|            | Operating loss                                                 |  |                                         | (354    | )          |  |            | (32,696 | )            |  |                   |       |  |  |   | (33,050 | )
|            | Reorganization income (expense)                                |  |                                         |        |            |  |            |        |              |  |                   |       |  |  |   |        |  
|            | Interest expense                                               |  |                                         |        |            |  |            | (10,215 | )            |  |                   |       |  |  |   | (10,215 | )
|            | Other income including equity earnings (losses)
of affilliates |  |                                         | (38,576 | )          |  |            | 3,971   |              |  |                   | 38,955 |  |  |   | 4,350   |  
|            |                                                                |  |                                         |         |            |  |            |         |              |  |                   |        |  |  |   |         |  
|            | Loss before tax                                                |  |                                         | (38,965 | )          |  |            | (38,940 | )            |  |                   | 38,955 |  |  |   | (38,915 | )
|            | Tax provision (benefit)                                        |  |                                         |        |            |  |            | 15      |              |  |                   |       |  |  |   | 15      |  
|            |                                                                |  |                                         |         |            |  |            |         |              |  |                   |        |  |  |   |         |  
|            | Net loss                                                       |  | $                                       | (38,965 | )          |  | $          | (38,955 | )            |  | $                 | 38,955 |  |  | $ | (38,930 | )
|            |                                                                |  |                                         |         |            |  |            |         |              |  |                   |        |  |  |   |         |  

|            |                                                                |                              |   |                                          |      |            |   |            |          |              |   |                   |   |  |   |         |          |  
|----------- | -------------------------------------------------------------- | ---------------------------- | - | ---------------------------------------- | ---- | ---------- | - | ---------- | -------- | ------------ | - | ----------------- | - |  | - | ------- | -------- | -
|            |                                                                |                              |   | For the Seven Months Ended July 31, 2003
|            |                                                                |                              |   | (Dollars in Thousands)                  
|            |                                                                |                              |   |                                          |      |            |   |            |          |              |   |                   |   |  |   |         |          |  
|            |                                                                |                              |   |                                          |      |            |   |            |          |              |   | Consolidating and |   |  |   |        
|            |                                                                |                              |   |                                          |      |            |   | Subsidiary |          | Eliminating  |   | WPC              
|            |                                                                |                              |   | WPC                                      |      | Guarantors |   | Entries    |          | Consolidated
|            |                                                                |                              |   |                                          |      |            |   |            |          |             
|Income Data |                                                                |                              |   |                                          |      |            |   |            |          |              |   |                   |   |  |   |        
|            | Net sales                                                      |                              | $ |                                         |      |            | $ | 570,439    |          |              | $ |                  |   |  | $ | 570,439 |         
|            | Cost of products sold, excluding depreciation                  |                              |   | (7,982                                   | )    |            |   | 571,814    |          |              |   |                  |   |  |   | 563,832 |         
|            | Depreciation                                                   |                              |   |                                         |      |            |   | 39,889     |          |              |   |                  |   |  |   | 39,889  |         
|            | Selling, administrative and general expense                    |                              |   | 242                                      |      |            |   | 29,664     |          |              |   |                  |   |  |   | 29,906  |         
|            | Reorganization and professional fee expense                    |                              |   |                                         |      |            |   | 8,140      |          |              |   |                  |   |  |   | 8,140   |         
|            |                                                                |                              |   |                                          |      |            |   |            |          |              |   |                   |   |  |   |         |         
|            | Operating loss                                                 |                              |   | 7,740                                    |      |            |   | (79,068    | )        |              |   |                  |   |  |   | (71,328 | )       
|            | Reorganization income (expense)                                |                              |   |                                          |      |            |   |            |          |              |   |                   |   |  |   |         |         
|            |                                                                | Fair value adjustments       |   |                                          |     |            |   |            | (152,708 | )            |   |                   |   |  |   |         | (152,708 | )
|            |                                                                | Gain on discharge of debt    |   |                                          |     |            |   |            | 557,541  |              |   |                   |   |  |   |         | 557,541  |  
|            |                                                                | Other reorganization entries |   |                                          | (211 | )          |   |            | (4,547   | )            |   |                   |  |  |   |         | (4,758   | )
|            | Interest expense                                               |                              |   |                                         |      |            |   | (12,677    | )        |              |   | 3,492             |   |  |   | (9,185  | )       
|            | Other income including equity earnings (losses)
of affilliates |                              |   | 319,540                                  |      |            |   | 1,705      |          |              |   | (318,017          | ) |  |   | 3,228   |         
|            |                                                                |                              |   |                                          |      |            |   |            |          |              |   |                   |   |  |   |         |         
|            | Income (loss) before tax                                       |                              |   | 327,069                                  |      |            |   | 310,246    |          |              |   | (314,525          | ) |  |   | 322,790 |         
|            | Tax provision (benefit)                                        |                              |   | 3,638                                    |      |            |   | (4,279     | )        |              |   |                  |   |  |   | (641    | )       
|            |                                                                |                              |   |                                          |      |            |   |            |          |              |   |                   |   |  |   |         |         
|            | Net income (loss)                                              |                              | $ | 323,431                                  |      |            | $ | 314,525    |          |              | $ | (314,525          | ) |  | $ | 323,431 |         
|            |                                                                |                              |   |                                          |      |            |   |            |          |              |   |                   |   |  |   |         |         

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##### Table of Contents



|            |                                                 |                |   |                                      |         |            |   |            |        |              |   |                   |        |  |   |         |       | 
|----------- | ----------------------------------------------- | -------------- | - | ------------------------------------ | ------- | ---------- | - | ---------- | ------ | ------------ | - | ----------------- | ------ |  | - | ------- | ----- | 
|            |                                                 |                |   | For the Year Ended December 31, 2002
|            |                                                 |                |   | (Dollars in Thousands)              
|            |                                                 |                |   |                                      |         |            |   |            |        |              |   |                   |        |  |   |         |       | 
|            |                                                 |                |   |                                      |         |            |   |            |        |              |   | Consolidating and |        |  |   |        
|            |                                                 |                |   |                                      |         |            |   | Subsidiary |        | Eliminating  |   | WPC              
|            |                                                 |                |   | WPC                                  |         | Guarantors |   | Entries    |        | Consolidated
|            |                                                 |                |   |                                      |         |            |   |            |        |             
|Income Data |                                                 |                |   |                                      |         |            |   |            |        |              |   |                   |        |  |   |        
|            | Net sales                                       |                | $ |                                     |         |            | $ | 979,993    |        |              | $ |                  |        |  | $ | 979,993 |      
|            | Cost of products sold, excluding depreciation   |                |   | 620                                  |         |            |   | 893,829    |        |              |   |                  |        |  |   | 894,449 |      
|            | Depreciation                                    |                |   |                                     |         |            |   | 74,194     |        |              |   |                  |        |  |   | 74,194  |      
|            | Selling, administrative and general expense     |                |   | 157                                  |         |            |   | 46,836     |        |              |   |                  |        |  |   | 46,993  |      
|            | Reorganization and professional fee expense     |                |   |                                     |         |            |   | 11,755     |        |              |   |                  |        |  |   | 11,755  |      
|            |                                                 |                |   |                                      |         |            |   |            |        |              |   |                   |        |  |   |         |      
|            | Operating loss                                  |                |   | (777                                 | )       |            |   | (46,621    | )      |              |   |                  |        |  |   | (47,398 | )    
|            | Reorganization income (expense)                 |                |   | 845                                  |         |            |   | 417        |        |              |   |                  |        |  |   | 1,262   |      
|            | Interest expense                                |                |   |                                     |         |            |   | (11,011    | )      |              |   | (4,976            | )      |  |   | (15,987 | )    
|            | Other income including equity earnings (losses) |                |   |                                      |         |            |   |            |        |              |   |                   |        |  |   |         |      
|            |                                                 | of affilliates |   |                                      | (54,716 | )          |   |            | (8,681 | )            |   |                   | 67,964 |  |   |         | 4,567 | 
|            |                                                 |                |   |                                      |         |            |   |            |        |              |   |                   |        |  |   |         |      
|            | Income (loss) before tax                        |                |   | (54,648                              | )       |            |   | (65,896    | )      |              |   | 62,988            |        |  |   | (57,556 | )    
|            | Tax provision (benefit)                         |                |   | 2,919                                |         |            |   | (2,908     | )      |              |   |                  |        |  |   | 11      |      
|            |                                                 |                |   |                                      |         |            |   |            |        |              |   |                   |        |  |   |         |      
|            | Net income (loss)                               |                | $ | (57,567                              | )       |            | $ | (62,988    | )      |              | $ | 62,988            |        |  | $ | (57,567 | )    
|            |                                                 |                |   |                                      |         |            |   |            |        |              |   |                   |        |  |   |         |      

|            |                                                 |                |   |                                      |          |            |   |            |     |              |   |                   |         |  |   |          |     | 
|----------- | ----------------------------------------------- | -------------- | - | ------------------------------------ | -------- | ---------- | - | ---------- | --- | ------------ | - | ----------------- | ------- |  | - | -------- | --- | 
|            |                                                 |                |   | For the Year Ended December 31, 2001
|            |                                                 |                |   | (Dollars in Thousands)              
|            |                                                 |                |   |                                      |          |            |   |            |     |              |   |                   |         |  |   |          |     | 
|            |                                                 |                |   |                                      |          |            |   |            |     |              |   | Consolidating and |         |  |   |         
|            |                                                 |                |   |                                      |          |            |   | Subsidiary |     | Eliminating  |   | WPC              
|            |                                                 |                |   | WPC                                  |          | Guarantors |   | Entries    |     | Consolidated
|            |                                                 |                |   |                                      |          |            |   |            |     |             
|Income Data |                                                 |                |   |                                      |          |            |   |            |     |              |   |                   |         |  |   |         
|            | Net sales                                       |                | $ |                                     |          |            | $ | 835,640    |     |              | $ |                  |         |  | $ | 835,640  |    
|            | Cost of products sold, excluding depreciation   |                |   | 453                                  |          |            |   | 865,612    |     |              |   |                  |         |  |   | 866,065  |    
|            | Depreciation                                    |                |   |                                     |          |            |   | 72,551     |     |              |   |                  |         |  |   | 72,551   |    
|            | Selling, administrative and general expense     |                |   | 195                                  |          |            |   | 46,978     |     |              |   |                  |         |  |   | 47,173   |    
|            | Reorganization and professional fee expense     |                |   |                                     |          |            |   | 14,200     |     |              |   |                  |         |  |   | 14,200   |    
|            |                                                 |                |   |                                      |          |            |   |            |     |              |   |                   |         |  |   |          |    
|            | Operating loss                                  |                |   | (648                                 | )        |            |   | (163,701   | )   |              |   |                  |         |  |   | (164,349 | )  
|            | Reorganization income (expense)                 |                |   | 1,270                                |          |            |   | 7,979      |     |              |   |                  |         |  |   | 9,249    |    
|            | Interest expense                                |                |   | 21                                   |          |            |   | (19,178    | )   |              |   | 1,709             |         |  |   | (17,448  | )  
|            | Other income including equity earnings (losses) |                |   |                                      |          |            |   |            |     |              |   |                   |         |  |   |          |    
|            |                                                 | of affilliates |   |                                      | (171,237 | )          |   |            | 267 |              |   |                   | 171,321 |  |   |          | 351 | 
|            |                                                 |                |   |                                      |          |            |   |            |     |              |   |                   |         |  |   |          |    
|            | Income (loss) before tax                        |                |   | (170,594                             | )        |            |   | (174,633   | )   |              |   | 173,030           |         |  |   | (172,197 | )  
|            | Tax provision (benefit)                         |                |   | 1,620                                |          |            |   | (1,603     | )   |              |   |                  |         |  |   | 17       |    
|            |                                                 |                |   |                                      |          |            |   |            |     |              |   |                   |         |  |   |          |    
|            | Net income (loss)                               |                | $ | (172,214                             | )        |            | $ | (173,030   | )   |              | $ | 173,030           |         |  | $ | (172,214 | )  
|            |                                                 |                |   |                                      |          |            |   |            |     |              |   |                   |         |  |   |          |    

65



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##### Table of Contents



CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

|                                                 |                                                     |   |                                             |   |            |   |            |         |               |   |                   |   |  |   |         |         |  
|------------------------------------------------ | --------------------------------------------------- | - | ------------------------------------------- | - | ---------- | - | ---------- | ------- | ------------- | - | ----------------- | - |  | - | ------- | ------- | -
|                                                 |                                                     |   | For the Five Months Ended December 31, 2003
|                                                 |                                                     |   | (Dollars in Thousands)                     
|                                                 |                                                     |   |                                             |   |            |   |            |         |               |   |                   |   |  |   |         |         |  
|                                                 |                                                     |   |                                             |   |            |   |            |         |               |   | Consolidating and |   |  |   |        
|                                                 |                                                     |   |                                             |   |            |   | Subsidiary |         | Eliminating   |   | WPC              
|                                                 |                                                     |   | WPC                                         |   | Guarantors |   | Entries    |         | Consolidating
|                                                 |                                                     |   |                                             |   |            |   |            |         |              
|Net cash provided(used) by operating activities  |                                                     | $ | (52                                         | ) |            | $ | (35,206    | )       |               | $ |                  |   |  | $ | (35,258 | )      
|Investing activities:                            |                                                     |   |                                             |   |            |   |            |         |               |   |                   |   |  |   |         |        
|                                                 | Capital expenditures                                |   |                                             |  |            |   |            | (37,828 | )             |   |                   |  |  |   |         | (37,828 | )
|                                                 | Construction of equipment using restricted cash     |   |                                             |  |            |   |            | 24,862  |               |   |                   |  |  |   |         | 24,862  |  
|                                                 | Other                                               |   |                                             |  |            |   |            | 325     |               |   |                   |  |  |   |         | 325     |  
|                                                 |                                                     |   |                                             |   |            |   |            |         |               |   |                   |   |  |   |         |        
|                                                 | Net cash used in investing activities               |   |                                             |  |            |   |            | (12,641 | )             |   |                   |  |  |   |         | (12,641 | )
|Financing activities:                            |                                                     |   |                                             |   |            |   |            |         |               |   |                   |   |  |   |         |        
|                                                 | Net borrowings (repayments)                         |   |                                             |  |            |   |            | 42,127  |               |   |                   |  |  |   |         | 42,127  |  
|                                                 | Equity transactions                                 |   |                                             |  |            |   |            |        |               |   |                   |  |  |   |         |        |  
|                                                 | Book overdraft                                      |   |                                             |  |            |   |            | 3,157   |               |   |                   |  |  |   |         | 3,157   |  
|                                                 | Receivables from affilliates                        |   |                                             |  |            |   |            |        |               |   |                   |  |  |   |         |        |  
|                                                 | Other                                               |   |                                             |  |            |   |            |        |               |   |                   |  |  |   |         |        |  
|                                                 |                                                     |   |                                             |   |            |   |            |         |               |   |                   |   |  |   |         |        
|                                                 | Net cash (used in) provided by financing activities |   |                                             |  |            |   |            | 45,284  |               |   |                   |  |  |   |         | 45,284  |  
|Net change in cash and cash equivalents          |                                                     |   | (52                                         | ) |            |   | (2,563     | )       |               |   |                  |   |  |   | (2,615  | )      
|Cash and cash equivalents at beginning of period |                                                     |   | 52                                          |   |            |   | 7,330      |         |               |   |                  |   |  |   | 7,382   |        
|                                                 |                                                     |   |                                             |   |            |   |            |         |               |   |                   |   |  |   |         |        
|Cash and cash equivalents at end of period       |                                                     | $ |                                            |   |            | $ | 4,767      |         |               | $ |                  |   |  | $ | 4,767   |        
|                                                 |                                                     |   |                                             |   |            |   |            |         |               |   |                   |   |  |   |         |        

|                                                 |                                                     |   |                                          |          |            |   |            |          |              |   |                   |   |  |   |        |        |  
|------------------------------------------------ | --------------------------------------------------- | - | ---------------------------------------- | -------- | ---------- | - | ---------- | -------- | ------------ | - | ----------------- | - |  | - | ------ | ------ | -
|                                                 |                                                     |   | For the Seven Months Ended July 31, 2003
|                                                 |                                                     |   | (Dollars in Thousands)                  
|                                                 |                                                     |   |                                          |          |            |   |            |          |              |   |                   |   |  |   |        |        |  
|                                                 |                                                     |   |                                          |          |            |   |            |          |              |   | Consolidating and |   |  |   |       
|                                                 |                                                     |   |                                          |          |            |   | Subsidiary |          | Eliminating  |   | WPC              
|                                                 |                                                     |   | WPC                                      |          | Guarantors |   | Entries    |          | Consolidated
|                                                 |                                                     |   |                                          |          |            |   |            |          |             
|Net cash provided(used) by operating activities  |                                                     | $ | (115,882                                 | )        |            | $ | 113,341    |          |              | $ |                  |   |  | $ | (2,541 | )     
|Investing activities:                            |                                                     |   |                                          |          |            |   |            |          |              |   |                   |   |  |   |        |       
|                                                 | Capital expenditures                                |   |                                          |         |            |   |            | (2,866   | )            |   |                   |  |  |   |        | (2,866 | )
|                                                 | Other                                               |   |                                          | (102,485 | )          |   |            | 106,014  |              |   |                   |  |  |   |        | 3,529  |  
|                                                 |                                                     |   |                                          |          |            |   |            |          |              |   |                   |   |  |   |        |       
|                                                 | Net cash used in investing activities               |   |                                          | (102,485 | )          |   |            | 103,148  |              |   |                   |  |  |   |        | 663    |  
|Financing activities:                            |                                                     |   |                                          |          |            |   |            |          |              |   |                   |   |  |   |        |       
|                                                 | Net borrowings (repayments)                         |   |                                          |         |            |   |            | 390      |              |   |                   |  |  |   |        | 390    |  
|                                                 | Equity transactions                                 |   |                                          |         |            |   |            |         |              |   |                   |  |  |   |        |       |  
|                                                 | Book overdraft                                      |   |                                          |         |            |   |            | 327      |              |   |                   |  |  |   |        | 327    |  
|                                                 | Receivables from affilliates                        |   |                                          |         |            |   |            |         |              |   |                   |  |  |   |        |       |  
|                                                 | Other                                               |   |                                          | 218,382  |            |   |            | (218,382 | )            |   |                   |  |  |   |        |       |  
|                                                 |                                                     |   |                                          |          |            |   |            |          |              |   |                   |   |  |   |        |       
|                                                 | Net cash (used in) provided by financing activities |   |                                          | 218,382  |            |   |            | (217,665 | )            |   |                   |  |  |   |        | 717    |  
|Net change in cash and cash equivalents          |                                                     |   | 15                                       |          |            |   | (1,176     | )        |              |   |                  |   |  |   | (1,161 | )     
|Cash and cash equivalents at beginning of period |                                                     |   | 37                                       |          |            |   | 8,506      |          |              |   |                  |   |  |   | 8,543  |       
|                                                 |                                                     |   |                                          |          |            |   |            |          |              |   |                   |   |  |   |        |       
|Cash and cash equivalents at end of period       |                                                     | $ | 52                                       |          |            | $ | 7,330      |          |              | $ |                  |   |  | $ | 7,382  |       
|                                                 |                                                     |   |                                          |          |            |   |            |          |              |   |                   |   |  |   |        |       

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|                                                 |                                                     |   |                                      |   |            |   |            |         |              |   |                   |   |  |   |         |         |  
|------------------------------------------------ | --------------------------------------------------- | - | ------------------------------------ | - | ---------- | - | ---------- | ------- | ------------ | - | ----------------- | - |  | - | ------- | ------- | -
|                                                 |                                                     |   | For the Year Ended December 31, 2002
|                                                 |                                                     |   | (Dollars in Thousands)              
|                                                 |                                                     |   |                                      |   |            |   |            |         |              |   |                   |   |  |   |         |         |  
|                                                 |                                                     |   |                                      |   |            |   |            |         |              |   | Consolidating and |   |  |   |        
|                                                 |                                                     |   |                                      |   |            |   | Subsidiary |         | Eliminating  |   | WPC              
|                                                 |                                                     |   | WPC                                  |   | Guarantors |   | Entries    |         | Consolidated
|                                                 |                                                     |   |                                      |   |            |   |            |         |             
|Net cash provided(used) by operating activities  |                                                     | $ | (4                                   | ) |            | $ | (16,804    | )       |              | $ |                  |   |  | $ | (16,808 | )      
|Investing activities:                            |                                                     |   |                                      |   |            |   |            |         |              |   |                   |   |  |   |         |        
|                                                 | Capital expenditures                                |   |                                      |  |            |   |            | (10,971 | )            |   |                   |  |  |   |         | (10,971 | )
|                                                 | Other                                               |   |                                      |  |            |   |            | 3,085   |              |   |                   |  |  |   |         | 3,085   |  
|                                                 |                                                     |   |                                      |   |            |   |            |         |              |   |                   |   |  |   |         |        
|                                                 | Net cash used in investing activities               |   |                                      |   |            |   |            | (7,886  | )            |   |                   |  |  |   |         | (7,886  | )
|Financing activities:                            |                                                     |   |                                      |   |            |   |            |         |              |   |                   |   |  |   |         |        
|                                                 | Net borrowings (repayments)                         |   |                                      |  |            |   |            | 24,694  |              |   |                   |  |  |   |         | 24,694  |  
|                                                 | Equity transactions                                 |   |                                      |  |            |   |            |        |              |   |                   |  |  |   |         |        |  
|                                                 | Book overdraft                                      |   |                                      |  |            |   |            | 957     |              |   |                   |  |  |   |         | 957     |  
|                                                 | Receivables from affilliates                        |   |                                      |  |            |   |            |        |              |   |                   |  |  |   |         |        |  
|                                                 | Other                                               |   |                                      |  |            |   |            |        |              |   |                   |  |  |   |         |        |  
|                                                 |                                                     |   |                                      |   |            |   |            |         |              |   |                   |   |  |   |         |        
|                                                 | Net cash (used in) provided by financing activities |   |                                      |  |            |   |            | 25,651  |              |   |                   |  |  |   |         | 25,651  |  
|Net change in cash and cash equivalents          |                                                     |   | (4                                   | ) |            |   | 961        |         |              |   |                  |   |  |   | 957     |        
|Cash and cash equivalents at beginning of period |                                                     |   | 41                                   |   |            |   | 7,545      |         |              |   |                  |   |  |   | 7,586   |        
|                                                 |                                                     |   |                                      |   |            |   |            |         |              |   |                   |   |  |   |         |        
|Cash and cash equivalents at end of period       |                                                     | $ | 37                                   |   |            | $ | 8,506      |         |              | $ |                  |   |  | $ | 8,543   |        
|                                                 |                                                     |   |                                      |   |            |   |            |         |              |   |                   |   |  |   |         |        

|                                                 |                                                     |   |                                      |   |            |   |            |        |              |   |                   |   |  |   |         |        |  
|------------------------------------------------ | --------------------------------------------------- | - | ------------------------------------ | - | ---------- | - | ---------- | ------ | ------------ | - | ----------------- | - |  | - | ------- | ------ | -
|                                                 |                                                     |   | For the Year Ended December 31, 2001
|                                                 |                                                     |   | (Dollars in Thousands)              
|                                                 |                                                     |   |                                      |   |            |   |            |        |              |   |                   |   |  |   |         |        |  
|                                                 |                                                     |   |                                      |   |            |   |            |        |              |   | Consolidating and |   |  |   |        
|                                                 |                                                     |   |                                      |   |            |   | Subsidiary |        | Eliminating  |   | WPC              
|                                                 |                                                     |   | WPC                                  |   | Guarantors |   | Entries    |        | Consolidated
|                                                 |                                                     |   |                                      |   |            |   |            |        |             
|Net cash provided(used) by operating activities  |                                                     | $ | 41                                   |   |            | $ | (50,882    | )      |              | $ |                  |   |  | $ | (50,841 | )     
|Investing activities:                            |                                                     |   |                                      |   |            |   |            |        |              |   |                   |   |  |   |         |       
|                                                 | Capital expenditures                                |   |                                      |  |            |   |            | (5,033 | )            |   |                   |  |  |   |         | (5,033 | )
|                                                 | Other                                               |   |                                      |  |            |   |            | 21,589 |              |   |                   |  |  |   |         | 21,589 |  
|                                                 |                                                     |   |                                      |   |            |   |            |        |              |   |                   |   |  |   |         |       
|                                                 | Net cash used in investing activities               |   |                                      |   |            |   |            | 16,556 |              |   |                   |  |  |   |         | 16,556 |  
|Financing activities:                            |                                                     |   |                                      |   |            |   |            |        |              |   |                   |   |  |   |         |       
|                                                 | Net borrowings (repayments)                         |   |                                      |  |            |   |            | 8,546  |              |   |                   |  |  |   |         | 8,546  |  
|                                                 | Equity transactions                                 |   |                                      |  |            |   |            |       |              |   |                   |  |  |   |         |       |  
|                                                 | Book overdraft                                      |   |                                      |  |            |   |            | 1,189  |              |   |                   |  |  |   |         | 1,189  |  
|                                                 | Receivables from affilliates                        |   |                                      |  |            |   |            | 16,602 |              |   |                   |  |  |   |         | 16,602 |  
|                                                 | Other                                               |   |                                      |  |            |   |            |       |              |   |                   |  |  |   |         |       |  
|                                                 |                                                     |   |                                      |   |            |   |            |        |              |   |                   |   |  |   |         |       
|                                                 | Net cash (used in) provided by financing activities |   |                                      |  |            |   |            | 26,337 |              |   |                   |  |  |   |         | 26,337 |  
|Net change in cash and cash equivalents          |                                                     |   | 41                                   |   |            |   | (7,989     | )      |              |   |                  |   |  |   | (7,948  | )     
|Cash and cash equivalents at beginning of period |                                                     |   |                                     |   |            |   | 15,534     |        |              |   |                  |   |  |   | 15,534  |       
|                                                 |                                                     |   |                                      |   |            |   |            |        |              |   |                   |   |  |   |         |       
|Cash and cash equivalents at end of period       |                                                     | $ | 41                                   |   |            | $ | 7,545      |        |              | $ |                  |   |  | $ | 7,586   |       
|                                                 |                                                     |   |                                      |   |            |   |            |        |              |   |                   |   |  |   |         |       

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Note PRevenues by Product

Revenues from external customers by product line are as follows:

|                          |  |                     |         |                     |  |                        |         |      |  |   |         |  |  |   |         | 
|------------------------- |  | ------------------- | ------- | ------------------- |  | ---------------------- | ------- | ---- |  | - | ------- |  |  | - | ------- | 
|                          |  | Revenues by Product
|                          |  |                    
|                          |  |                     |         |                     |  | (Dollars in Thousands) |         |      |  |  
|                          |  | Reorganized         |         | Predecessor Company
|                          |  | Company             |         |                    
|                          |  | For the Five        |         | For the Seven       |  |                       
|                          |  | Months Ended        |         | Months Ended        |  | For the Year Ended    
|                          |  | December 31,        |         | July 31,            |  | December 31,          
|                          |  |                     |         |                     |  |                       
|                          |  | 2003                |         | 2003                |  | 2002                   |         | 2001
|                          |  |                     |         |                     |  |                        |         |     
|Product:                  |  |                     |         |                     |  |                        |         |      |  |   |         |  |  |   |         | 
|Hot Rolled                |  | $                   | 85,305  |                     |  | $                      | 106,545 |      |  | $ | 179,530 |  |  | $ | 152,787 | 
|Cold Rolled               |  |                     | 143,925 |                     |  |                        | 243,841 |      |  |   | 387,384 |  |  |   | 295,452 | 
|Galvanized                |  |                     | 22,575  |                     |  |                        | 26,446  |      |  |   | 62,712  |  |  |   | 25,353  | 
|Fabricated products       |  |                     | 137,137 |                     |  |                        | 179,083 |      |  |   | 306,254 |  |  |   | 337,693 | 
|Coke and coke by products |  |                     | 5,752   |                     |  |                        | 9,155   |      |  |   | 15,408  |  |  |   | 15,245  | 
|Conversion and other*     |  |                     | 2,208   |                     |  |                        | 5,369   |      |  |   | 28,705  |  |  |   | 9,110   | 
|                          |  |                     |         |                     |  |                        |         |      |  |   |         |  |  |   |         | 
|                          |  | $                   | 396,902 |                     |  | $                      | 570,439 |      |  | $ | 979,993 |  |  | $ | 835,640 | 
|                          |  |                     |         |                     |  |                        |         |      |  |   |         |  |  |   |         | 



| |  | * Includes conversion, semi-finished and resale products.
| |  | ---------------------------------------------------------

Note QQuarterly Information (Unaudited)

Financial results by quarter for the two fiscal years ended December 31,
2002 and 2003 are as follows:

|                    |                      |  |           |         |        |  |        |        |           |  |        |         |   |  |   |       |  
|------------------- | -------------------- |  | --------- | ------- | ------ |  | ------ | ------ | --------- |  | ------ | ------- | - |  | - | ----- | -
|                    |                      |  |           |         |        |  | Gross  |        | Income    |  | (Loss)
|                    |                      |  | Net Sales |         | Profit |  | (Loss) |        | Per Share
|                    |                      |  |           |         |        |  |        |        |          
|Predecessor Company |                      |  |           |         |        |  |        |        |           |  |        |         |   |  |   |      
|2002                |                      |  |           |         |        |  |        |        |           |  |        |         |   |  |   |      
|                    | 1st Quarter          |  | $         | 206,081 |        |  | $      | (5,577 | )         |  | $      | (41,026 | ) |  |   | *     |  
|                    | 2nd Quarter          |  |           | 241,642 |        |  |        | 25,185 |           |  |        | (10,486 | ) |  |   |       |  
|                    | 3rd Quarter          |  |           | 277,868 |        |  |        | 42,178 |           |  |        | 7,086   |   |  |   |       |  
|                    | 4th Quarter          |  |           | 254,402 |        |  |        | 23,758 |           |  |        | (13,141 | ) |  |   |       |  
|2003                |                      |  |           |         |        |  |        |        |           |  |        |         |   |  |   |      
|                    | 1st Quarter          |  |           | 238,672 |        |  |        | (8,581 | )         |  |        | (45,625 | ) |  |   | *     |  
|                    | 2nd Quarter          |  |           | 250,469 |        |  |        | 10,767 |           |  |        | (21,474 | ) |  |   |       |  
|                    | July                 |  |           | 81,298  |        |  |        | 4,421  |           |  |        | 390,530 |   |  |   |       |  
|                    |                      |  |           |         |        |  |        |        |           |  |        |         |   |  |   |       |  
|Reorganized Company |                      |  |           |         |        |  |        |        |           |  |        |         |   |  |   |      
|                    | August and September |  |           | 159,789 |        |  |        | 475    |           |  |        | (15,237 | ) |  | $ | (1.60 | )
|                    | 4th Quarter          |  |           | 237,113 |        |  |        | 477    |           |  |        | (23,693 | ) |  | $ | (2.49 | )

Prior to July 31, 2003, earnings per share are not meaningful because the
Company was a wholly-owned subsidiary of WHX.




Item 9  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None

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Item 9A  Controls and Procedures

We carried out an evaluation, under the supervision and with the participation
of our management, including our Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures as of the end of the period covered by this annual
report pursuant to Exchange Act Rule 13A-15. Based upon that evaluation, our
Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures were effective to ensure that material
information relating to us (including our subsidiaries) required to be included
in our reports we file with the Securities and Exchange Commission is
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission rules and forms.

There have been no significant changes in internal control over financial
reporting that occurred during the fourth fiscal quarter that have materially
affected, or are reasonably likely to affect, the Companys internal control
over financial reporting.




PART III




Item 10  Directors and Executive Officers of the Company

The following table sets forth certain information with respect to
directors and executive officers of WPC and WPSC as of December 31, 2003:

|                        |  |     |    |          |  |                                                                                                                                              
|----------------------- |  | --- | -- | -------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------
|Name                    |  | Age |    | Position
|                        |  |     |    |         
|James G. Bradley        |  |     | 58 |          |  | Chairman of the Board and Class 3 Director of WPC,
President and Chief Executive Officer of WPC and WPSC, and Director of WPSC               
|                        |  |     |    |          |  |                                                                                                                                              
|Paul J. Mooney          |  |     | 52 |          |  | Executive Vice President and Chief
Financial Officer of WPC and WPSC, Class 1
Director of WPC and Director of WPSC                           
|                        |  |     |    |          |  |                                                                                                                                              
|John W. Testa           |  |     | 67 |          |  | Vice President, Secretary and Treasurer of
WPC, Senior Vice-President, Chief
Restructuring Officer and Secretary of WPSC
and Director of WPSC
|                        |  |     |    |          |  |                                                                                                                                              
|Daniel C. Keaton        |  |     | 53 |          |  | Senior Vice President, Human Resources and
Public Relations of WPSC                                                                          
|                        |  |     |    |          |  |                                                                                                                                              
|Donald E. Keaton        |  |     | 44 |          |  | Vice President, Steel Manufacturing and
Procurement of WPSC                                                                                  
|                        |  |     |    |          |  |                                                                                                                                              
|Harry L. Page           |  |     | 57 |          |  | Vice President,
Engineering, Technology &
Metallurgy of WPSC                                                                                 
|                        |  |     |    |          |  |                                                                                                                                              
|James E. Muldoon        |  |     | 59 |          |  | Vice President, Business Development of
WPSC                                                                                                 
|                        |  |     |    |          |  |                                                                                                                                              
|Steven W. Sorvold       |  |     | 49 |          |  | Vice President, Commercial of WPSC and
Chief Operating Officer of Wheeling
Corrugating Company                                               
|                        |  |     |    |          |  |                                                                                                                                              
|James L. Bowen          |  |     | 68 |          |  | Class 2 Director of WPC                                                                                                                      
|                        |  |     |    |          |  |                                                                                                                                              
|Edward J. Curry, Jr.    |  |     | 57 |          |  | Class 3 Director of WPC                                                                                                                      
|                        |  |     |    |          |  |                                                                                                                                              
|Michael D. Dingman, Jr. |  |     | 49 |          |  | Class 2 Director of WPC                                                                                                                      
|                        |  |     |    |          |  |                                                                                                                                              
|Robert E. Heaton        |  |     | 73 |          |  | Class 3 Director of WPC                                                                                                                      
|                        |  |     |    |          |  |                                                                                                                                              
|Roland L. Hobbs         |  |     | 71 |          |  | Class 2 Director of WPC and Director of
WPSC                                                                                                 
|                        |  |     |    |          |  |                                                                                                                                              
|Alicia H. Munnell       |  |     | 61 |          |  | Class 1 Director of WPC                                                                                                                      
|                        |  |     |    |          |  |                                                                                                                                              
|D. Clark Ogle           |  |     | 56 |          |  | Class 2 Director of WPC                                                                                                                      
|                        |  |     |    |          |  |                                                                                                                                              
|James B. Riley          |  |     | 52 |          |  | Class 3 Director of WPC                                                                                                                      
|                        |  |     |    |          |  |                                                                                                                                              
|Lynn R. Williams        |  |     | 79 |          |  | Class 1 Director of WPC                                                                                                                      

JAMES G. BRADLEY became a member of
the Board of WPC in August 2003 and has been Chairman of the Board since September 2003 and
the President and Chief Executive Officer of WPC and WPSC since April 1998. Mr.
Bradley was an Executive Vice President of WHX

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Corporation from April 1998 to
August 2003. Previously, he was the President and Chief Operating Officer of
Koppel Steel Company from October 1997 to April 1998. From October 1995 to
October 1997, Mr. Bradley served as Executive Vice President  Operations of WPSC and as Vice President of WHX Corporation.
Mr. Bradley has been a director of WPSC since November 2000.

PAUL J. MOONEY has been a director of WPC since August 2003 and an Executive
Vice President and the Chief Financial Officer of WPC and WPSC since October
1997. Previously, he served as the Vice President of WHX Corporation from
October 1997 to December 2001. From 1985 to November 1997, Mr. Mooney was a
Client Service and Engagement Partner of PricewaterhouseCoopers LLP. He also
served, from July 1996 to November 1997, as the National Director of Cross
Border Filing Services with the Accounting, Auditing and SEC Services
Department of PricewaterhouseCoopers LLP, and from 1988 to June 1996, as the
Pittsburgh Site Leader of PricewaterhouseCoopers LLPs Accounting and Business
Advisory Services Department. Mr. Mooney has been a director of WPSC since July
2003.

JOHN W. TESTA has been a Vice President and the Secretary and Treasurer of WPC
since July 2001. Additionally, since July 2001, Mr. Testa has been a Senior
Vice President and the Chief Restructuring Officer and Corporate Secretary of
WPSC. He served as a consultant from November 2000 to July 2001 and as Vice
President  Office of the Chairman of WPC from February 1999 to November 2000.
Additionally, Mr. Testa served as Vice President, Secretary & Treasurer of WPSC
from February 1994 to February 1999 and as Vice President and Treasurer of WPSC
from May 1980 to February 1994. Mr. Testa has been a director of WPSC since
July 2003.

DANIEL C. KEATON has been the Senior Vice President, Human Resources and Public
Relations of WPSC since 1999, and he served as Vice President, Human Resources
of WPSC from 1992 to 1999. Previously, Mr. Keaton held various labor relations
and human resources positions at WPSC from 1981 to 1992.

DONALD E. KEATON has been the Vice President, Steel Manufacturing and
Procurement of WPSC since February 2001. Previously, he served as the Vice
President, Primary Operations of WPSC from October 1998 to February 2001, and
as Division Manager  Iron making of WPSC from September 1997 to October 1998.

HARRY L. PAGE has been the Vice President, Engineering, Technology & Metallurgy
of WPSC since January 1999. From March 1998 to January 1999, he served as Vice
President, Engineering and Environmental Control of WPSC. Prior to joining
WPSC, Mr. Page was the Senior Director, Engineering, Cleveland works of LTV
Steel Company, Inc. from December 1997 to March 1998 and the General Manager of
Engineering and Asset Management of LTV Steel from June 1993 to December 1997.
Mr. Page held various engineering positions of increasing responsibility at LTV
Steel from 1968 to 1998.

JAMES E. MULDOON has been the Vice President of WPSC since October 1998 and
Division President of Wheeling Corrugating Company, a division of
WPSC, from August 2000 to October 2003. Mr. Muldoon served as Vice President of Purchasing, Traffic and
Raw Materials of WPSC from October 1997 to October 1998. Prior to joining WPSC,
Muldoon worked as the General Manager of Purchasing for the former steel
business (now known as United States Steel Corporation) of USX Corporation (now
known as Marathon Oil Corporation) from 1987 to 1997.

STEVEN W. SORVOLD has been the Vice President, Commercial of WPSC since August
2003 and Chief Operating Officer of Wheeling Corrugation Company
since November 2003. From January 2002 to August 2003, he served as the General Manager,
Commercial, Steel Division of WPSC, with responsibility for all of
WPSCs commercial operations. From January 2000 to January 2002, he was General
Manager of Custom and Specialty Products for Wheeling Corrugating Company, a
division of WPSC. Previously, he worked with Armco Steel Co. (now known as AK
Steel Corporation) as General Manager, Sales and Marketing, Coated Products
from January 1995 to January 2000. In addition, Mr. Sorvold was employed by
National Steel Service Center and by United States Steel Corporation.

JAMES L. BOWEN became a director of WPC in August 2003. Since November 1997,
Mr. Bowen has served as the President of the West Virginia AFL-CIO. Previously,
Mr. Bowen served as Vice President for both the West Virginia and the Ohio
AFL-CIO. Mr. Bowen was an active member of the United Steelworkers of America
for forty-two years, and an International Representative for thirty-two years.
He has been involved with the West Virginia AFL-CIO since 1965. Mr. Bowen has
served as a director of WPSC from July 1998 to August 2003.
Mr. Bowen is a designee of the United Steelworkers of America to the
WPC board of directors pursuant to the terms
of the collective bargaining agreement between USWA, WPSC and WPC.

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EDWARD J. CURRY, JR. became a director of WPC in August 2003. Mr. Curry has
worked as a management consultant with Curry & Hurd LLC providing merger and
acquisition, strategic planning and operations consulting since October 2000.
From September 1995 to September 2000, Mr. Curry served as Executive Vice
President and Chief Operating Officer of Moore Products Co. (acquired by
Siemens Energy & Automation, Inc. in February 2000), an international developer
and manufacturer of process measurement and control instrumentation, systems
and dimensional measurement solutions. Mr. Curry formerly was a certified
public accountant in the State of Pennsylvania.

MICHAEL D. DINGMAN, JR. became a director of WPC in August 2003. Since
September 2000, Mr. Dingman has served as the Chief Financial Officer of
Intrado, Inc., a provider of 9-1-1 information services and systems to
telecommunications companies. Prior to joining Intrado, Mr. Dingman had been
the Chief Financial Officer and Treasurer of Internet Commerce and
Communication (formerly RMI NET, Inc.) from March 1999 to August 2000. Mr.
Dingmans prior work experience includes five years of banking in merger and
acquisitions with Lazard Freres in New York during the late 1980s, three years
as an independent consultant specializing in debt restructuring and workouts
during the early 1990s and five years as an investment advisor specializing in
corporate retirement plans and high-net-worth accounts.

ROBERT E. HEATON became a director of WPC in August 2003. Mr. Heaton has been a
director of Blonder Tongue Laboratories, Inc. since March 1998. He also
presently serves on the board of directors of Calstrip Steel Corp. From April
1993 through April 1995, Mr. Heaton served as Vice Chairman of the Stainless
Steel Group of Lukens, Inc. From April 1981 through April 1993, Mr. Heaton was
President and Chief Executive Officer of Washington Steel Corporation until it
was acquired by Lukens, Inc. Mr. Heaton is a past Chairman of the Specialty
Steel Industry of North America.

ROLAND L. HOBBS has been a director of WPC since 1998 and, from 2000 to August
2003, he was a director of WPSC. He has been a director of WesBanco Inc., a
multi-state bank holding company, since 1976 and Chairman of Oglebay
Foundation, Inc. Mr. Hobbs is a member of the Wheeling Park Commission. Mr.
Hobbs has been a director of WPSC since July 2003 and had been a director of
WPSC for several years prior to our reorganization.

ALICIA H. MUNNELL became a director of WPC in August 2003. Since 1997, Ms.
Munnell has served as the Peter F. Drucker Professor in Management Sciences at
Boston Colleges Carroll School of Management. Previously, Ms. Munnell was a
member or the Presidents Council of Economic Advisers and Assistant Secretary
of the U.S. Treasury For Economic Policy. Ms. Munnell spent most of her career
at the Federal Reserve Bank of Boston where she became Senior Vice President
and Director of Research in 1984. Ms. Munnells husband is a partner at Bingham
McCutchen LLP, a law firm retained by us during the current and immediately
prior fiscal year.

D. CLARK OGLE became a director of WPC in August 2003. Since August 2002, Mr.
Ogle has served as the Chief Executive Officer of Nationsrent, Inc., a $500
million publicly traded company, which emerged from Chapter 11 bankruptcy in
June 2003. Previously, Mr. Ogle served as President and Chief Executive Officer
of Samsonite Commercial Furniture, Inc. from February 2002 to August 2002; as
President and Chief Executive Officer of Johnston Industries, a textile
company, from March 1998 to July 2001; and as Managing Director of KPMG Peat
Marwick LLP, leading the Recovery Practice of the retail and wholesale food
industry, from October 1996 to March 1998. Prior to joining KPMG, he was
President and Chief Executive Officer of Teamsports, Inc., a sportswear
distributor. In addition, Mr. Ogle has held several other senior executive
positions in the food and food distribution industry.

JAMES B. RILEY became a director of WPC in August 2003. Since January 2001, Mr.
Riley has served as Senior Vice President and Chief Financial Officer of
Chiquita Brands International, Inc., which entered Chapter 11 of
the U.S. Bankruptcy Code in November 2001 and completed
financial restructuring in March 1, 2002, when its pre-arranged
plan of reorganization under Chapter 11 became effective. Previously, Mr. Riley served as Senior Vice
President and Chief Financial Officer of the Elliott Company from May 1999 to
January 2001; as Principal of James Burns Riley & Associates from September
1998 to May 1999; and as Executive Vice President and Chief Financial Officer
of Republic Engineered Steels, Inc. from November 1989 to September 1998. Mr.
Riley has also held various positions with LTV Steel Company, including Manager
of Financial Analysis and Planning, Controller Coal Division, Manager of
Seamless Pipe Operations, Assistant to the President and Assistant Controller
Raw Materials and Assistant Controller of the Bar Division.

LYNN R. WILLIAMS became a director of WPC in August 2003. From 1997 to 2003,
Mr. Williams served as President of the Steelworkers Organization of Active
Retirees. Previously, Mr. Williams was the President Emeritus of the United
Steelworkers of America, serving from November 1983 to March 1994.
Additionally, since March 1994, Mr. Williams has served as an arbitrator for
the AFL-CIO under Article XXI of its constitution. Mr. Williams has served on
various boards of directors, including the board of WPSC from January 2001 to
August 2003 and from July 1998 to November 2000, the board of WHX Corporation
from December 1995 to December 1997, the board of Republic Engineered
Mr. Williams is a designee of the United Steelworkers of America to the WPC board pursuant to the terms of the
collective bargaining between USWA, WPSC and WPC.

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Products
LLC since August 2002, and the board of Republic Technologies International
from August 1999 to August 2002.

Audit Committee and Audit Committee Financial Expert

The Company has an audit committee consisting of Edward J. Curry, Jr.,
Michael Dingman, Robert E. Heaton, Roland L. Hobbs and James B.
Riley. The Companys Board of Directors has determined that
Mr. Riley is an audit committee financial expert, as defined
under SEC rules, and that he is independent, as
determined under applicable NASD listing standards. The audit
committee is responsible for selecting the Companys
independent auditors and approving the scope, fees and terms of all audit
engagements and permissible non-audit services performed by the
independent auditor, as well as assessing the independence of the
Companys independent auditor from management. The audit committee also assists the Board in oversight
of the Companys financial reporting process and integrity of
its financial statements, and also reviews other matters with respect
to the Companys accounting, auditing and financial reporting
practices as it may find appropriate or may be brought to its
attention.

Code of Ethics

The Company has adopted a code of business conduct and ethics (the
Company Code) that applies to all of the Companys directors, executive
officers and employees, and which meets the definition of a code of ethics
under applicable SEC rules. The Company Code is available free of charge under
the Investor Relations heading on the Companys Website at
http://www.wpsc.com. The Company intends to post on its Website any amendment
to the Company Code, or any waiver from a provision of the Company Code
relating to the elements of a code of ethics under SEC rules, where such
waiver is to the Companys principal executive officer, principal financial
officer, principal accounting officer or controller (or persons performing
similar functions).

Section 16(a) Beneficial Ownership Reporting Compliance

Pursuant to Section 16(a) of the Exchange Act, the directors and executive
officers and beneficial owners of greater than 10% of the Companys Common
Stock are required to file reports with the SEC in respect of their ownership
of the Companys securities. The Company believes that during
fiscal year 2003 all such required reports were filed on a timely
basis.




Item 11  Executive Compensation

The following table sets forth information concerning the annual and
long-term compensation in each of the last three fiscal years for our Chief
Executive Officer and our four other most highly compensated executive
officers.

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|                            |                                    |      |      |           |  |             |                     |         |          |     |        |   |  |  |              |     |        |   |              |   |  |  |                  |   |           |  |        |        |          
|--------------------------- | ---------------------------------- | ---- | ---- | --------- |  | ----------- | ------------------- | ------- | -------- | --- | ------ | - |  |  | ------------ | --- | ------ | - | ------------ | - |  |  | ---------------- | - | --------- |  | ------ | ------ | ---------
|                            |                                    |      |      |           |  |             |                     |         |          |     |        |   |  |  |              |     |        |   | Long Term    |   |  |  |                 
|                            |                                    |      |      |           |  |             |                     |         |          |     |        |   |  |  |              |     |        |   | Compensation |   |  |  |                 
|                            |                                    |      |      |           |  |             |                     |         |          |     |        |   |  |  |              |     |        |   | Restricted   |   |  |  |                 
|                            |                                    |      |      |           |  |             | Annual Compensation |         | Stock(8) |     |        |   | 
|                            |                                    |      |      |           |  |             |                     |         |          |     |        |   | 
|                            |                                    |      |      |           |  |             |                     |         |          |     |        |   |  |  | Other Annual |     |        |   |              |   |  |  |                  |   | All other
|                            |                                    |      |      |           |  |             |                     |         |          |     |        |   |  |  | Compensation |     | Awards |   |              |   |  |  | Compensation ($)
|Name and Principal Position |                                    | Year |      | Salary($) |  | Bonus($)(9) |                     | ($) (1) |          | ($) |        |   |  |  |              | (2)
|                            |                                    |      |      |           |  |             |                     |         |          |     |        |   |  |  |              |    
|James G. Bradley            |                                    |      | 2003 |           |  |             | 371,088             |         |          |     |        |   |  |  |              |     |        | $ | 900,000      |   |  |  |                  |   |           |  | 34,500 | (3)(4)
|                            | President and Chief Executive      |      |      | 2002      |  |             |                     | 357,917 |          |     |        |  |  |  |              |    |        |   |              |  |  |  |                  |   |           |  |        | 34,500 | (3)(4)   
|                            | Officer of WPC and WPSC            |      |      | 2001      |  |             |                     | 385,000 |          |     |        |   |  |  |              |     |        |   |              |  |  |  |                  |   |           |  |        | 26,350 | (4)      
|Paul
Mooney                 |                                    |      | 2003 |           |  |             | 255,120             |         |          |     | 44,000 |   |  |  |              |     |        |   | 642,855      |   |  |  |                  |   |           |  | 45,052 | (3)(5)
|                            | Executive Vice President and Chief |      |      | 2002      |  |             |                     | 246,068 |          |     |        |  |  |  |              |    |        |   |              |  |  |  |                  |   |           |  |        | 45,057 | (3)(5)(6)
|                            | Financial Officer of WPC and WPSC  |      |      | 2001      |  |             |                     | 264,687 |          |     |        |   |  |  |              |     |        |   |              |  |  |  |                  |   |           |  |        | 35,296 | (7)      
|Donald E
Keaton             |                                    |      | 2003 |           |  |             | 171,808             |         |          |     | 28,800 |   |  |  |              |     |        |   | 642,855      |   |  |  |                  |   |           |  | 14,900 | (3)   
|                            | Vice President of WPSC             |      |      | 2002      |  |             |                     | 160,053 |          |     |        |  |  |  |              |    |        |   |              |  |  |  |                  |   |           |  |        | 14,831 | (3)      
|                            |                                    |      | 2001 |           |  |             | 154,997             |         |          |     |        |   |  |  |              |     |        |   |             |   |  |  |                  |   |           |  | 8,594  |       
|Harry L
Page                |                                    |      | 2003 |           |  |             | 157,657             |         |          |     | 27,200 |   |  |  |              |     |        |   | 642,855      |   |  |  |                  |   |           |  | 29,850 | (4)   
|                            | Vice President of WPSC             |      |      | 2002      |  |             |                     | 151,505 |          |     |        |  |  |  |              |    |        |   |              |  |  |  |                  |   |           |  |        | 29,719 | (4)      
|                            |                                    |      | 2001 |           |  |             | 149,187             |         |          |     |        |   |  |  |              |     |        |   |             |   |  |  |                  |   |           |  | 14,433 | (4)   
|Daniel C
Keaton             |                                    |      | 2003 |           |  |             | 147,641             |         |          |     | 26,400 |   |  |  |              |     |        |   | 642,855      |   |  |  |                  |   |           |  | 14,025 |       
|                            | Senior Vice President of WPSC      |      |      | 2002      |  |             |                     | 147,641 |          |     |        |  |  |  |              |    |        |   |              |  |  |  |                  |  |           |  |        | 14,025 |          
|                            |                                    |      | 2001 |           |  |             | 158,813             |         |          |     |        |   |  |  |              |     |        |   |             |   |  |  |                 |   |           |  | 13,281 |       

(1)  Excludes perquisites and other personal benefits unless the aggregate
amount of such compensation exceeds the lesser of either $50,000 or 10% of the
total annual salary and bonus reported for such named executive officer.

(2)  Amounts shown, unless otherwise noted, reflect company contributions to
pension plans.

(3)  Includes a payment from Ohio Coatings Company of $5,000 paid as a Board
Member Special Bonus.

(4)  Includes a payment of $12,000 as a member of the Board of Directors of
Wheeling-Nisshin Corporation in 2003 and 2002. With respect to
Mr. Bradley, includes a payment of $12,000 as a member of the
Board of Wheeling-Nisshin Corporation in 2001. With respect to
Mr. Page, includes a payment of $1,000 as a member of the Board
of Wheeling-Nisshin Corporation in 2001.

(5)  Includes a payment of $25,000 in lieu of insurance premium in 2003 and
2002.

(6)  Excludes the cash surrender value of $75,005.12 for an insurance policy
purchased for Mr. Mooney and transferred to him in 2002.

(7)  Includes insurance premiums paid by our company.

(8)  Represents the dollar value of stock awards issued August 1, 2003 pursuant
to our restricted stock plan upon emergence from bankruptcy as an incentive to
remain with the Company. The stock grants vest one-third each year over three
years. James G. Bradley was awarded 60,000 shares. Paul J. Mooney, Harry L.
Page, Donald E. Keaton and Daniel C. Keaton each received 42,857 shares.

(9)  In lieu of payment for
fiscal year 2003 under terms of each executives employment
agreement for supplemental pension or life insurance coverage or such
similar arrangement, the
Companys board approved payment in cash in March 2004 to each
applicable executive in the amounts shown in the table.

Option Exercises and Option Values

No stock options were issued to management employees in 2003.

Pension Plan Table

We maintain a supplemental defined benefit plan for all of our salaried
employees hired before February 1, 1998. The following table shows the
estimated annual retirement benefits in straight life annuity amounts payable
to our salaried employees upon normal retirement at age 62 under our defined
benefit plan.

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|                           |  |                                                               |        |    |  |    |        |    |  |    |        |  |  |  |        |  |  |  |        | 
|-------------------------- |  | ------------------------------------------------------------- | ------ | -- |  | -- | ------ | -- |  | -- | ------ |  |  |  | ------ |  |  |  | ------ | 
|                           |  | Annual Estimated Benefits Years of Credited Service at Age 62
|                           |  |                                                              
|Final Average Compensation |  | 15                                                            |        | 20 |  | 25 |        | 30 |  | 35
|                           |  |                                                               |        |    |  |    |        |    |  |   
|125,000                    |  |                                                               | 24,375 |    |  |    | 32,500 |    |  |    | 40,625 |  |  |  | 48,750 |  |  |  | 56,875 | 
|150,000                    |  |                                                               | 29,250 |    |  |    | 39,000 |    |  |    | 48,750 |  |  |  | 58,500 |  |  |  | 68,250 | 
|175,000                    |  |                                                               | 34,125 |    |  |    | 45,500 |    |  |    | 56,875 |  |  |  | 68,250 |  |  |  | 79,625 | 
|200,000                    |  |                                                               | 39,000 |    |  |    | 52,000 |    |  |    | 65,000 |  |  |  | 78,000 |  |  |  | 91,000 | 
|225,000                    |  |                                                               | 39,000 |    |  |    | 52,000 |    |  |    | 65,000 |  |  |  | 78,000 |  |  |  | 91,000 | 
|250,000                    |  |                                                               | 39,000 |    |  |    | 52,000 |    |  |    | 65,000 |  |  |  | 78,000 |  |  |  | 91,000 | 
|300,000                    |  |                                                               | 39,000 |    |  |    | 52,000 |    |  |    | 65,000 |  |  |  | 78,000 |  |  |  | 91,000 | 
|400,000                    |  |                                                               | 39,000 |    |  |    | 52,000 |    |  |    | 65,000 |  |  |  | 78,000 |  |  |  | 91,000 | 
|500,000                    |  |                                                               | 39,000 |    |  |    | 52,000 |    |  |    | 65,000 |  |  |  | 78,000 |  |  |  | 91,000 | 

Compensation for pension calculation purposes includes base salary and all
other earnings including periodic bonuses. Items such as relocation allowance
and leased automobile allowances are excluded. Compensation for all of the
named executive officers does not substantially differ from that set forth
above in the Summary Compensation Table except for the restrictions required by
Internal Revenue Service statutory limits.

The years of credited service as of December 31, 2003 for each of the
named executive officers were as follows: James G. Bradley  8 years; Paul J.
Mooney  6 years; Donald E. Keaton  6 years; and Daniel C. Keaton  22 years.

Benefits for the supplemental defined benefit pension plan are computed by
multiplying the employees final average compensation by 1.3% multiplied by the
number of years of continuous service at termination. This amount is
actuarially reduced for retirement prior to age 62 and is offset by the
annuitized value of the account balance in the salaried defined contribution
pension plan and the vested benefit, if any, under the frozen WHX defined
benefit pension plan. For purposes of computing benefits under the supplemental
defined benefit pension plan, the term final average compensation means the
highest consecutive 36 months of compensation in the final 120 months of
employment.

Pursuant
to his retention and employment agreement, Mr. Bradley is
entitled to receive a supplemental pension benefit upon his
retirement or other termination of his employment on or after the
third anniversary of his employment agreement (August 1, 2006)
in an annual amount equal to 25% of his then-current salary. That
amount will be payable annually for the remainder of
Mr. Bradleys life or ten years, whichever is longer. If
Mr. Bradley retires or otherwise terminates employment prior to
the third anniversary of his employment agreement, his annual
supplemental pension payment will be reduced by two percentage points
for each full or partial year by which his service from
August 1, 2003 through his termination is less than three years.
Mr. Bradley may elect to have his supplemental pension benefit
paid in either a single lump sum (based on reasonable actuarial
assumptions) or in a series of equal monthly installments.

Election of Directors

WPCs board of directors consists of eleven members who are divided into
three classes, with one class serving until the date of the 2004 annual meeting
of stockholders, one class serving until the date of the 2005 annual meeting of
stockholders and one class serving until the date of the 2006 annual meeting of
stockholders. Unless changed otherwise by a vote of the stockholders, upon the
expiration of the term of office of each class of directors, the directors of
such class or their successors shall be elected only for a term of one year,
and beginning with the 2006 annual meeting, all directors will be elected
annually for a term of one year.

Paul J. Mooney, Alicia H. Munnell, and Lynn R. Williams serve in the class
whose initial term expires in 2004; James L. Bowen, Michael Dingman, Roland L.
Hobbs, and D. Clark Ogle serve in the class whose initial term expires in 2005;
James G. Bradley, Edward J. Curry, Jr., Robert E. Heaton, and James B. Riley
serve in the class whose initial term expires in 2006. WPSCs board of
directors consists of four members who are elected annually.

Compensation of Directors

We reimburse directors for reasonable out-of-pocket expenses incurred in
attending meetings of our board of directors. Directors are also eligible to
receive grants of stock options and awards under our management stock incentive
plan.

Board Committees

WPCs board of directors has established an audit committee, a
compensation committee, a nominating/governance committee, a safety committee,
an executive committee and a finance committee.

The audit committee consists of Edward J. Curry, Jr., Michael Dingman,
Robert E. Heaton, Roland L. Hobbs and James B. Riley. See
Item 10Directors and Executive Officers of the Company
under the caption Audit Committee and Audit Committee Financial
Expert for further information about the audit committee.

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The compensation committee consists of Jim Bowen, Edward J. Curry, Jr.,
Alicia H. Munnell and D. Clark Ogle. The compensation committee has authority
over all compensation matters for senior executives. It reviews executive
salaries, administers bonuses, incentive compensation and stock plans and
approves the salaries and other benefits of our executive officers. In
addition, the compensation committee consults with our management regarding our
benefit plans and compensation policies and practices.

The nominating/governance committee consists of Michael Dingman, Roland L.
Hobbs and D. Clark Ogle and is responsible for the selection of nominees for
election to the board of directors. Additionally, this committee
conducts annual evaluations of the Board and its committees, and
performs an annual review of the Companys corporate governance
guidelines and code of business conduct and ethics, and recommends
changes as considered necessary and appropriate.

The executive committee consists of James G. Bradley, Robert E. Heaton,
Roland L. Hobbs and James B. Riley and is authorized to act on behalf of the
full board of directors between regularly scheduled board meetings.

The safety committee consists of James L. Bowen, James G. Bradley and Lynn
R. Williams. Such committee assists the board of directors in promoting the
safety of our employees and assuring compliance with applicable safety laws and
regulations. In addition, the safety committee develops, recommends to the
board of directors, and oversees the implementation of such safety guidelines,
policies and procedures as it deems necessary.

The finance committee consists of Robert E. Heaton, Paul J. Mooney and
Alicia H. Munnell. It oversees our companys financial objectives, policies,
procedures and activities, and advises the board of directors and management
with respect to all activities, plans and policies affecting the financial
affairs of our company.

Compensation Committee Interlocks and Insider Participants

Our Compensation Committee reviews and acts on matters relating to
compensation levels and benefit plans for key executives of the Company. The
Compensation Committee during fiscal 2003 consisted of James L. Bowen, Edward
J. Curry, Jr., Alicia H. Munnell and D. Clark Ogle. No member of the
compensation committee has ever been an officer or employee of the Company or
any of its subsidiaries.

Employment Contracts, Termination of Employment and Change-in-Control Arrangements

We have
entered into employment agreements (each, an Agreement,
or collectively, the Agreements) with our executive officers
named in the Summary Compensation Table above, James G. Bradley  President
and Chief Executive Officer of WPC and WPSC, Paul J. Mooney  Executive Vice
President and Chief Financial Officer of WPC and WPSC, Daniel C. Keaton 
Senior Vice President of WPSC, Donald E. Keaton  Vice President of WPSC, and
Harry L. Page  Vice President of WPSC.

The Agreements provide that we will pay a base salary of
$400,000 to Mr. Bradley, $275,000 to Mr. Mooney, $165,000 to Mr. Daniel Keaton,
$180,000 to Mr. Donald Keaton, and $170,000 to Mr. Page. In addition, each of
these executive officers will be eligible to receive annual bonuses and
customary fringe benefits. In addition to annual bonuses, the Agreements provide for a special
one-time bonus equal to one-half of the executives annual
salary payable upon delivery of the electric arc furnace (which is
currently projected to occur at the end of the 2004 fiscal year).
Further, in addition to customary fringe benefits, the Agreements
(except Mr. Bradleys) provide for an annual contribution
of not less than $25,000 for supplemental pension or death benefits
for the benefit of each executive.

The
Agreements provide for customary non-compete, non-solicitation and
confidentiality provisions to protect the Company. The employment
term under each Agreement is for a period of three years, ending on
August 1, 2006. Immediately prior to the expiration of the term,
if the executive is still employed, the executive will receive a
retention payment equal to monthly salary times the executives
number of years of service and fractional year of service, up to a
maximum of one times annual salary. This payment will be reduced by
any other cash severance payable to the executive. If the current
agreement is extended or a new employment agreement is entered into,
no retention payment will be made.

We may
terminate the executives employment prior to the end of the
term either with or without cause (as defined in each
Agreement) and each executive may resign with or without good
reason (as defined in each Agreement). No severance or other
special termination payments will be made under the Agreements if
the Company terminates the executive with cause or the executive
resigns without good reason. If the executive is terminated without
cause or resigns for good reason, the executive will receive a
payment equal to one times the executives annual salary. If the
termination occurs within one year of a change in control of the
Company (as defined in the Agreement), the executive will receive a
payment equal to two times his salary. Under Mr. Bradley's Agreement,
he will receive a payment equal to three times his salary upon any termination without
cause or resignation for good reason. Mr. Bradley also is
entitled to payment equal to three times his salary upon any
resignation (whether with good reason or not) within six months
of a change in control of the Company.

In
addition, the Agreements will terminate prior to their scheduled
expiration date in the event of an executives death or
disability. Upon a termination of the executives employment due
to his disability, the Company will continue to pay his base salary
and maintain his fringe benefits through the earlier of his death or
the date that the executive becomes eligible for disability income
under our existing long term disability plan or workers
compensation plan.

Further,
Mr. Bradleys Agreement provides for a supplemental pension
benefit. The terms of the supplemental pension benefit are described
under the heading Pension Plan Table above.

Additionally, as of the effective date of our plan of reorganization, we
granted 60,000 shares of restricted stock to our Chief Executive Officer and
approximately 42,857 shares of restricted stock to each of our other executive
officers pursuant to our restricted stock plan.

Benefit Plans

We currently provide certain benefits to our eligible employees (including
executive officers) through the benefit plans described below.

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Management Stock Incentive Plan

Our management stock incentive plan provides for the grant of incentive
stock options, within the meaning of 422 of the Internal Revenue Code, to
employees of WPC and its affiliates, including officers and employee directors.
Non-qualified stock options and stock purchase rights, including restricted
stock and stock grants, may also be granted to employees, including officers
and directors and to non-employee directors and consultants. The board of
directors or a designated committee administers our management stock incentive
plan and determines the terms of the options or stock purchase rights granted,
including the exercise price, the number of shares subject to each option or
stock purchase right, the vesting and the form of consideration payable upon
such exercise. As of December 31, 2003, there were 17,793 stock options issued
to outside directors of the Company. There are 982,207 shares of our common
stock reserved for future issuance under the plan.

Restricted Stock Plan

In accordance with our plan of reorganization, we established a restricted
stock plan pursuant to which we have granted to selected key employees a total
of 500,000 shares of our common stock. No additional shares are authorized for
issuance under the restricted stock plan. All of the grants made under the plan
will vest in increments of one-third of the total grant to each individual pro
rata over three years or upon termination of employment on account of death,
disability, retirement at or after age 65 or as otherwise provided in any
employment agreement with the individual. The shares granted will not be
transferable until they vest, and to the extent not vested at termination of
employment will be forfeited and returned to us. Until vested or forfeited, the
recipient of each grant under our restricted stock plan will be the owner of
the shares granted, with the right to vote and receive any dividends paid in
respect of the shares.

Equity Compensation Plan Information

The following table sets forth information regarding shares issued under
equity compensation plans as of December 31, 2003.

|                             |  |                            |        |                     |  |                         |      |  |  |  |         | 
|---------------------------- |  | -------------------------- | ------ | ------------------- |  | ----------------------- | ---- |  |  |  | ------- | 
|                             |  | Number of Securities to be |        | Weighted Average    |  | Number of Securities   
|                             |  | Issued Upon Exercise of    |        | Exercise Price of   |  | Remaining Available for
|Equity Compensation Plans    |  | Outstanding Options        |        | Outstanding Options |  | Future Issuance        
|                             |  |                            |        |                     |  |                        
|Not approved by stockholders |  |                            | 17,793 |                     |  | $                       | 6.95 |  |  |  | 982,207 | 
|Approved by stockholders     |  |                            |       |                     |  |                         |     |  |  |  |        | 
|                             |  |                            |        |                     |  |                         |      |  |  |  |         | 
|                             |  |                            | 17,793 |                     |  | $                       | 6.95 |  |  |  | 982,207 | 
|                             |  |                            |        |                     |  |                         |      |  |  |  |         | 

(1)  Under the terms of the 2003 Management Stock Incentive Plan, the
Company reserved 1,000,000 shares of Common Stock for issuance.
Additionally, the Company reserved 500,000 shares of Common Stock for
issuance under the 2003 Restricted Stock Plan. However, all
500,000 reserved shares were awarded, effective August 1, 2003,
pursuant to our approved Plan of Reorganization and no shares remain
available for issuance under the Restricted Stock Plan.

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Item 12  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The
following table sets forth, as of February 29, 2004, certain
information regarding beneficial ownership of our common stock by: (1) each
person who is known by us to earn beneficially more than 5% of the common
stock; (2) each member of our Board of Directors; (3) each of the executive
officers listed in the Summary Compensation Table; and (4) all of our executive
officers and directors as a group. For purposes of this table, shares are
considered beneficially owned if the person, either directly or indirectly,
has sole or shared power to direct the voting of the securities or has sole or
shared power to dispose or direct the disposition of the securities. A person
is also considered to beneficially own shares that such person has the right to
acquire within 60 days after February 29, 2004. Unless otherwise indicated in a
footnote, each individual or a group possesses sole voting and investment power
with respect to the shares indicated as beneficially owned.

|                                                                                       |  |                     |           |         |  |  |      |  
|-------------------------------------------------------------------------------------- |  | ------------------- | --------- | ------- |  |  | ---- | -
|                                                                                       |  | Shares Beneficially
|                                                                                       |  | Owned Prior to     
|                                                                                       |  | Offering (1)       
|                                                                                       |  |                    
|Name of Beneficial Owner                                                               |  | Number              |           | Percent
|                                                                                       |  |                     |           |        
|U.S. Trust Company, N.A., as independent
fiduciary of the VEBA Trust (2)               |  |                     | 4,000,000 |         |  |  | 40.0 | %
|Wheeling-Pittsburgh Steel Corporation
Retiree Benefits Plan Trust (the VEBA
Trust) (3) |  |                     | 4,000,000 |         |  |  | 40.0 | %
|John Motulsky, Chris Wilson, and Wayne
Teetsel (4) (5)                                 |  |                     | 1,222,102 |         |  |  | 12.2 | %
|Jeffery L. Gendell (6)                                                                 |  |                     | 906,497   |         |  |  | 9.1  | %
|Jim Bowen (7)                                                                          |  |                     | 1,997     |         |  |  | *    |  
|Edward J. Curry, Jr. (7)                                                               |  |                     | 1,997     |         |  |  | *    |  
|Michael Dingman (7)                                                                    |  |                     | 1,997     |         |  |  | *    |  
|Robert E. Heaton (7)                                                                   |  |                     | 1,997     |         |  |  | *    |  
|Roland L. Hobbs (7)                                                                    |  |                     | 1,997     |         |  |  | *    |  
|Alicia H. Munnell (7)                                                                  |  |                     | 1,997     |         |  |  | *    |  
|D. Clark Ogle (7)                                                                      |  |                     | 1,997     |         |  |  | *    |  
|James B. Riley (7)                                                                     |  |                     | 2,087     |         |  |  | *    |  
|Lynn R. Williams (7)                                                                   |  |                     | 1,997     |         |  |  | *    |  
|James G. Bradley (8)                                                                   |  |                     | 60,000    |         |  |  | *    |  
|Paul J. Mooney (8)                                                                     |  |                     | 42,858    |         |  |  | *    |  
|Daniel C. Keaton (8)                                                                   |  |                     | 42,857    |         |  |  | *    |  
|Donald E. Keaton (8)                                                                   |  |                     | 42,857    |         |  |  | *    |  
|Harry L. Page (8)                                                                      |  |                     | 42,857    |         |  |  | *    |  
|All executive officers and directors as a
group (18 persons)                           |  |                     | 377,793   |         |  |  | 3.8  | %



|* Less than 1%.
|---------------

(1)  Approximately 182,736 shares of our common stock have been reserved for
issuance upon the resolution of certain disputed claims filed by our creditors.
Shares of common stock reserved for this purpose that are not ultimately
required to be issued to satisfy disputed claims will be distributed on a pro
rata basis to the other members of that class of creditors. Accordingly, as we
settle disputed claims, the number of shares and the corresponding percentage
of common stock beneficially held by certain persons listed in the table may
increase slightly over time without further action on the part of such persons.

(2)  Represents 4,000,000 shares issued to the VEBA trust. These shares are held
of record by WesBanco Bank, Inc., as trustee of the VEBA trust, which is
subject to the direction of U.S. Trust Company, N.A. with respect to the
disposition and voting of the shares. U.S. Trust Company, N.A. disclaims
beneficial ownership of the shares. The address of U.S. Trust Company, N.A. is
600 14th Street, N.W. Washington, D.C. 20005-3314.

(3)  The address of the VEBA Trust is c/o WesBanco Bank, Inc., as trustee, One
Bank Plaza, Wheeling, WV 26003.

(4)  Represents 711,572 shares held by Stonehill Offshore Partners Limited and
510,530 shares held by Stonehill Institutional Partners, L.P.
Stonehill Capital Management LLC is the investment adviser to
Stonehill Institutional Partners, L.P., and Stonehill Advisers LLC is
the investment adviser to Stonehill Offshore Partners Limited. Messrs.
Motulsky, Wilson and Teetsel are the general partners of Stonehill
Institutional Partners, L.P. and the managing members of Stonehill
Capital Management LLC and Stonehill Advisers LLC. Messrs.
Motulsky, Wilson and Teetsel have voting and investment power with respect to
such

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shares. The foregoing management and
ownership information is based upon disclosures reported in a
Schedule 13G filed with the Securities Exchange Commission on
October 30, 2003 by the Reporting Persons, as defined in
Note (5) below.

(5)  The address for Messrs. Motulsky, Wilson and
Teetsel, Stonehill Offshore
Partners Limited, Stonehill Institutional Partners, L.P., Stonehill
Advisers LLC and Stonehill Capital
Management, LLC (collectively, the "Reporting Persons") is c/o Stonehill
Capital Management, LLC, 885 Third Avenue, 30th Floor, New York, NY 10022,
Attn: John Motulsky.

(6)  Represents 498,113 shares held by Tontine Partners, L.P.
, 331,960 shares held by Tontine Overseas Associates, L.L.C.,
and 76,424 shares held by Tontine Capital Management, L.L.C. Tontine Management, L.L.C,
the general partner of Tontine Partners, L.P., has the power to direct the
affairs of Tontine Partners, L.P., including decisions with respect to the
disposition of the proceeds from the sale of shares of common stock. Mr.
Gendell is the managing member of Tontine Management, L.L.C, Tontine
Overseas Associates, L.L.C, and Tontine Capital Management, L.L.C. and in that capacity directs their operations. The
foregoing management and ownership information is based solely upon disclosures
reported in a Schedule 13G filed with the Securities and Exchange Commission on
February 10, 2004 by Mr. Gendell, individually, and as managing member of
Tontine Management, L.L.C., general partner of Tontine Partners,
L.P., managing member of Tontine Capital Management, L.L.C., and
managing member of Tontine Associates, L.L.C.

(7)  Represents shares issuable upon exercise of currently exercisable options
to purchase shares of WPC common stock.

(8)  Represents shares issued under a restricted stock grant that vest one-third
per year over three years.




Item 13  Certain Relationships and Related Transactions

Prior to the effective date of the confirmation of our plan of
reorganization by the Bankruptcy Court, we were a wholly owned subsidiary of
WHX Corporation. As part of our reorganization, all shares of common stock
held by WHX Corporation were cancelled, and we were no longer a subsidiary of
WHX Corporation. Additionally, Wheeling-Pittsburgh Corporation and its wholly
owned subsidiary, Wheeling-Pittsburgh Steel Corporation, entered into an
agreement with WHX Corporation providing for a $10 million capital contribution
by WHX Corporation, the cancellation of approximately $40 million in
indebtedness that we owed to WHX Corporation, a $10 million unsecured loan by
WHX Corporation to us, and an agreement with respect to our separation from WHX
Corporations employee pension plan.

WHX Corporation provided funds to us for the purchase of natural gas
during 2001. At December 31, 2002, we owed WHX Corporation approximately $2.1
million for natural gas purchased. At December 31, 2003, we did not owe WHX
Corporation anything for natural gas purchased.

During
2003, we shipped $157.7 million of steel product to
Wheeling-Nisshin and we shipped $108.1 million of steel product to OCC. Amounts due from
Wheeling-Nisshin at December 31, 2003 were $5.6 million. Amounts due from OCC for steel product at December 31,
2003 were $10.1 million. James G.
Bradley serves on the Board of Directors of Wheeling-Nisshin and OCC. Harry L
Page serves on the Board of Directors of Wheeling-Nisshin. Paul J. Mooney and
Donald E. Keaton serve on the Board of Directors of OCC.

Pursuant
to our plan of reorganization, we issued 4,000,000 shares of Common Stock to a VEBA Trust established under our collective bargaining
agreement with the USWA. See Part II, Item 7 above under the heading VEBA
Trust.

Other transactions and employment arrangements between us and our
directors, executive officers and holders of 5% or more of our common stock are
described above under the headings Executive Compensation and Security
Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.

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Item 14  Principal Accounting Fees and Services The following fees were billed by PricewaterhouseCoopers LLP to the
Company for services performed on behalf of the Company, as described below: Audit Fees: The aggregate fees, including expenses, for professional
services rendered by PricewaterhouseCoopers LLP for the audit of the Companys
annual financial statements for the year ended December 31, 2003 were $505,148
of which $373,398 was billed in 2003. Such fees included the audit of the
primary financial statements $370,709, testing of the fresh start balance sheet
$63,240, and services related to filings with the SEC in connection with the
reorganization $71,199. The aggregate fees for professional services rendered
by PricewaterhouseCoopers LLP for the audit of the Companys annual financial
statements for the year ended December 31, 2002 were $318,073 of which $78,336
was billed in 2002. Such fees related to the audit of the primary financial
statements $318,073. Audit-Related Fees: The aggregate fees, including expenses, for
professional services rendered by PricewaterhouseCoopers LLP for audit-related
services for the years ended December 31, 2003 and December 31, 2002 were
$82,345 and $69,698, respectively. These fees are for the audits of employee
benefit plans. Tax Fees: The aggregate fees, including expenses, for professional
services rendered by PricewaterhouseCoopers LLP for tax compliance, tax advice
and tax planning for the year ended December 31, 2003 were
$321,021 for assistance in obtaining state property tax relief. There
were no tax services rendered in 2002. All Other Fees: The aggregate fees, including expenses, for professional
services rendered by PricewaterhouseCoopers LLP, other than for services
referred to above, for the years ended December 31, 2003 and December 31, 2002
were $36,885 and $708,984, respectively. Such fees were for services related
to the Companys bankruptcy proceedings. Pre-Approval of Audit and Non-Audit Services The Companys Audit Committee has the sole authority to approve the scope,
fees and terms of all audit and permissible non-audit services provided by the
Companys independent accountants, subject to the de minimus exception under
the Exchange Act permitting waiver of such pre-approval requirements for
non-audit services in certain limited instances. Pursuant to the Companys
audit committee charter, the Audit Committee considers whether the provision of
non-audit services by the independent accountant, on an overall basis, is
compatible with maintaining the independent auditors independence from
management. None of the non-audit professional services rendered by
PricewaterhouseCoopers LLP in 2003 were approved pursuant to the de minimus
exception described above. 
 PART IV 
 Item 15 - Exhibits and Reports on Form 8-K The financial statements, financial statement schedules and exhibits
listed below are filed as part of this annual report:  (a)(1)
    
    Financial StatementsThe list of financial statements required by this item is set forth in Item 8, Financial Statements and
Supplementary Data and is incorporated herein by reference.(2)
    
    Financial Statement Schedules  (b)
    
    Reports on Form 8-KForm 8-K, Items 7 and 12, furnished with the SEC on November 17, 2003 with respect to Wheeling-
Pittsburgh Corporations third quarter 2003 financial results. Exhibit
    
    
    
    Prior Filing Or(c)
    
    No.
    
    Description Of Exhibit
    
    Sequential Page Number2.1
    
    
    Third Amended Joint Plan of Reorganization,
    
    Incorporated by reference to
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Exhibit
    
    
    
    Prior Filing Or(c)
    
    No.
    
    Description Of Exhibit
    
    Sequential Page Numberdated May 19, 2003.
    
    Exhibit 2.1 to Wheeling-Pittsburgh
Corporations Registration Statement
on Form 10 (File No. 0-50300) (Form 10)3.1
    
    
    Second Amended and Restated Certificate of
Incorporation.
    
    Incorporated by reference to
Exhibit 3.1 to Wheeling-Pittsburgh
Corporations Form 103.2
    
    
    Amended and Restated By-Laws.
    
    Incorporated by reference to
Exhibit 3.2 to
Wheeling-Pittsburgh
Corporations
Form 104.1
    
    
    Indenture, dated August 1, 2003, between
Wheeling-Pittsburgh Steel Corporation and
Bank One, N.A., as trustee.
    
    Incorporated by reference to
Exhibit 4.1 to Wheeling
Pittsburgh Corporations Form 104.2
    
    
    Indenture, dated August 1, 2003, between
Wheeling-Pittsburgh Steel Corporation and
Bank One, N.A., as trustee.
    
    Incorporated by reference to
Exhibit 4.2 to Wheeling-
Exhibit 4.2 to
Wheeling-Pittsburgh Corporations
Form 104.3
    
    
    Form of Common Stock Certificate of
Wheeling-Pittsburgh Corporation.
    
    Incorporated by reference to
Exhibit 4.3 to
Wheeling-Pittsburgh Corporations
Form 1010.1
    
    
    Close Corporation and Shareholders Agreement,
dated as of March 24, 1994 (as amended), by and
among Dong Yang Tinplate America Corp.,
Nippon Steel Trading America, Inc. (f/k/a
Nittestsu Shoji America), Wheeling-Pittsburgh
Steel Corporation and Ohio Coatings Company.
    
    Incorporated by reference to
Exhibit 10.1 to Wheeling-
Pittsburgh Corporations
Form 1010.2
    
    
    Raw Material Supply Agreement, dated as of
March 25, 1994, by and between Wheeling-
Pittsburgh Steel Corporation and Ohio Coatings
Company.
    
    Incorporated by reference to
Exhibit 10.2 to Wheeling-
Pittsburgh Corporations
Form 1010.3
    
    
    Distribution Agreement, dated as of January
2003 (as amended), by and among Nippon
Steel Trading America, Corp. (f/k/a Nittestsu
Shoji America), Wheeling-Pittsburgh Steel
Corporation and Ohio Coatings Company.
    
    Incorporated by reference to
Exhibit 10.3 to Wheeling-
Pittsburgh Corporations
Form 1010.4
    
    
    Second Amended and Restated Shareholders
Agreement, dated as of November 12, 1990,
by and among Wheeling-Pittsburgh Steel
Corporation, Nisshin Steel Co., Ltd. and
Wheeling-Nisshin, Inc.
    
    Incorporated by reference to
Exhibit 10.4 to Wheeling-
Pittsburgh Corporations
Form 1010.5
    
    
    Amended and Restated Supply Agreement,
dated March 29, 1993, by and between Wheeling-
Pittsburgh Steel Corporation and Wheeling-
    
    Incorporated by reference to
Exhibit 10.5 to Wheeling-
Pittsburgh Corporations
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Exhibit
    
    
    
    Prior Filing Or(c)
    
    No.
    
    Description Of Exhibit
    
    Sequential Page NumberNisshin, Inc.
    
    Form 1010.6
    
    
    2003 Management Stock Incentive Plan.
    
    Incorporated by reference to
Exhibit 10.7 to Wheeling-
Pittsburgh Corporations
Form 1010.7
    
    
    2003 Management Restricted Stock Plan.
    
    Incorporated by reference to
Exhibit 10.8 to Wheeling-
Pittsburgh Corporations
Form 1010.8
    
    
    Term Loan Agreement, dated as of July 31, 2003,
by and among Wheeling-Pittsburgh Corporation,
Wheeling-Pittsburgh Steel Corporation, the
several banks and other financial institutions or
entities from time to time party thereto, Lloyds
TSB Bank PLC, as documentation agent,
Australia and New Zealand Banking Group Limited,
as syndication agent, Royal Bank of Canada, as
administrative agent, Emergency Steel Loan
Guarantee Board, as federal guarantor, and West
Virginia Housing Development Group, as state
guarantor.
    
    Incorporated by reference to
Exhibit 10.10 to Wheeling-
Pittsburgh Corporations
Form 1010.9
    
    
    Revolving Loan Agreement, dated as of July 31,
2003, by and among Wheeling-Pittsburgh
Corporation, Wheeling-Pittsburgh Steel
Corporation, the banks and other financial
institutions from time to time party thereto,
Royal Bank of Canada, as administrative agent,
General Electric Capital Corporation, as inventory
and receivables security agent and documentation
agent, and The CIT Group/Business Credit, Inc.,
Congress Financial Corporation and Fleet Capital
Corp., as syndication agent.
    
    Incorporated by reference to
Exhibit 10.11 to Wheeling-
Pittsburgh Corporations
Form 1010.10
    
    
    Modification and Assumption Agreement, dated
as of June 12, 2003, between Wheeling-Pittsburgh
Steel Corporation and Danieli Corporation.
    
    Incorporated by reference to
Exhibit 10.12 to Wheeling-
Pittsburgh Corporations
Form 1010.11
    
    
    Agreement for Supply of Equipment and Services,
dated as of June 12, 2003, between Junction
Industries, Inc. and Wheeling-Pittsburgh Steel
Corporation.
    
    Incorporated by reference to
Exhibit 10.13 to Wheeling-
Pittsburgh Corporations
Form 1010.12
    (a)
    
    Lease for 201 Mississippi Street, Gary, IN, dated
as of November 13, 1995, between Great Lakes
Industrial Partners, L.P. and Wheeling-Pittsburgh
Steel Corporation, as amended.
    
    Incorporated by reference to
Exhibit 10.14(a) to Wheeling-
Pittsburgh Corporations
Form 1010.12
    (b)
    
    Lease for 9801 Alden Avenue, Lenexa, KS, dated
as of March 27, 2000, between Lenexa Alden, LLC
and Wheeling-Pittsburgh Steel Corporation.
    
    Incorporated by reference to
Exhibit 10.14(b) to Wheeling-
Pittsburgh Corporations
Form 1010.12
    (c)
    
    Lease for 8090 Woolery Way, Fallon, NV, dated
as of August 1, 1999, between FBW Leasecorp, Inc.
    
    Incorporated by reference to
Exhibit 10.14(c) to Wheeling-
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Exhibit
    
    
    
    Prior Filing Or(c)
    
    No.
    
    Description Of Exhibit
    
    Sequential Page Numberand Wheeling-Pittsburgh Steel Corporation.
    
    Pittsburgh Corporations
Form 1010.12
    (d)
    
    Leases for 4204 Fidelity Road, Fidelity Industrial
Park, Houston, TX, dated January 16, 1986, and
4206-B Fidelity Road, Jacinto City, Harris County,
TX, dated September 21, 1988, between The Texas
Development Company and Wheeling-Pittsburgh
Steel Corporation, as amended.
    
    Incorporated by reference to
Exhibit 10.14(d) to Wheeling-
Pittsburgh Corporations
Form 1010.12
    (e)
    
    Lease for 20 Three Creek Road, Emporia, VA,
dated August 17, 1998, between the Industrial
Development Authority of Greensville County,
Virginia and Wheeling Corrugating Company.
    
    Incorporated by reference to
Exhibit 10.14(e) to Wheeling-
Pittsburgh Corporations
Form 1010.12
    (f)
    
    Lease for 2001 Highway 301, Palmetto, FL,
dated April 27, 2000, between Palmetto Business
Park, LP and Wheeling-Pittsburgh Steel
Corporation.
    
    Incorporated by reference to
Exhibit 10.14(f) to Wheeling-
Pittsburgh Corporations
Form 1010.13
    (a)
    
    Post-Bankruptcy Retention Agreement between
James G. Bradley and Wheeling-Pittsburgh Steel
Corporation.
    
    Incorporated by reference to
Exhibit 10.15(a) to Wheeling-
Pittsburgh Corporations
Form 1010.13
    (b)
    
    Post-Bankruptcy Retention Agreement between
Paul J. Mooney and Wheeling-Pittsburgh Steel
Corporation.
    
    Incorporated by reference to
Exhibit 10.15(b) to Wheeling-
Pittsburgh Corporations
Form 1010.13
    (c)
    
    Post-Bankruptcy Retention Agreement between
Daniel C. Keaton and Wheeling-Pittsburgh Steel
Corporation.
    
    Incorporated by reference to
Exhibit 10.15(c) to Wheeling-
Pittsburgh Corporations
Form 1010.13
    (d)
    
    Post-Bankruptcy Retention Agreement between
Donald E. Keaton and Wheeling-Pittsburgh Steel
Corporation.
    
    Incorporated by reference to
Exhibit 10.15(d) to Wheeling-
Pittsburgh Corporations
Form 1010.13
    (e)
    
    Post-Bankruptcy Retention Agreement between
Harry L. Page and Wheeling-Pittsburgh Steel
Corporation.
    
    Incorporated by reference to
Exhibit 10.15(e) to Wheeling-
Pittsburgh Corporations
Form 1010.13
    (f)
    
    Post-Bankruptcy Retention Agreement between
John W. Testa and Wheeling-Pittsburgh Steel
Corporation.
    
    Incorporated by reference to
Exhibit 10.15(f) to Wheeling-
Pittsburgh Corporations
Form 1010.13
    (g)
    
    Post-Bankruptcy Retention Agreement between
Steven W. Sorvold and Wheeling-Pittsburgh Steel
Corporation.
    
    Incorporated by reference to
Exhibit 10.15(g) to Wheeling-
Pittsburgh Corporations
Form 1010.14
    (a)
    
    Registration Rights Agreement, dated as of
August 1, 2003, between Wheeling-Pittsburgh
Corporation, Wheeling-Pittsburgh Steel
Corporation, Stonehill Institutional
Partners, L.P.
and Stonehill Offshore Partners Limited.
    
    Incorporated by reference to
Exhibit 10.16(a) to Wheeling-
Pittsburgh Corporations
Form 10
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Exhibit
    
    
    
    Prior Filing Or(c)
    
    No.
    
    Description Of Exhibit
    
    Sequential Page Number10.14
    (b)
    
    Registration Rights Agreement, dated August 1,
2003, between Wheeling-Pittsburgh Corporation
and WesBanco Bank, solely in its capacity as
trustee under the VEBA Trust.
    
    Incorporated by reference to
Exhibit 10.16(b) to Wheeling-
Pittsburgh Corporations
Form 1010.14
    (c)
    
    Stock Transfer Restriction and Voting Agreement,
dated August 1, 2003, by and among Wheeling-
Pittsburgh Corporation and WesBanco Bank,
Solely in its capacity as trustee under the
VEBA Trust.
    
    Incorporated by reference to
Exhibit 10.16(c) to Wheeling-
Pittsburgh Corporations
Form 1021.1
    
    
    Subsidiaries of Wheeling-Pittsburgh Corporation.
    
    Incorporated by reference to
Exhibit 21.1 to Wheeling-
Pittsburgh Corporations
Form 1023.1
    
    
    Consent of PricewaterhouseCoopers LLP, filed
herewith.31.1
    
    
    Certificate of James G. Bradley, Chief Executive
Officer of the Registrant, pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
(18 U.S.C. 1350), filed herewith.31.2
    
    
    Certificate of Paul J. Mooney, Chief Financial
Officer of the Registrant, pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
(18 U.S.C. 1350), filed herewith.32.1
    
    
    Certificate of James G. Bradley, Chief Executive
Officer of the Registrant, pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
(18 U.S.C. 1350), furnished herewith.32.2
    
    
    Certificate of Paul J. Mooney, Chief Financial
Officer of the Registrant, pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
(18 U.S.C. 1350), furnished herewith.
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##### Table of Contents



SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized. WHEELING-PITTSBURGH CORPORATIONBy:
    /s/  James G. BradleyName: James G. BradleyTitle: President, Chief Executive Officer
and DirectorDate: March 10, 2004
 Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated. Signature
    
    Title
    
    Date/s/  James G. Bradley

James G. Bradley
    
    President, Chief Executive Officer
and Director
    
    March 10, 2004/s/  Paul J. Mooney

Paul J. Mooney
    
    Executive Vice President, Chief Financial
Officer (and Principal Accounting Officer) and Director
    
    March 10, 2004/s/  Jim Bowen

Jim Bowen
    
    Director
    
    March 10, 2004/s/  Edward J. Curry, Jr.

Edward J. Curry, Jr.
    
    Director
    
    March 10, 2004/s/  Michael Dingman

Michael Dingman
    
    Director
    
    March 10, 2004/s/  Robert E. Heaton

Robert E. Heaton
    
    Director
    
    March 10, 2004/s/  Roland L. Hobbs

Roland L. Hobbs
    
    Director
    
    March 10, 2004/s/  Alicia H. Munnell

Alicia H. Munnell
    
    Director
    
    March 10, 2004/s/  D. Clark Ogle

D. Clark Ogle
    
    Director
    
    March 10, 2004/s/  James B. Riley

James B. Riley
    
    Director
    
    March 10, 2004/s/  Lynn R. Williams

Lynn R. Williams
    
    Director
    
    March 10, 2004
 84