<PAGE>   1
                                                                    Exhibit 13.1


1999
MANAGEMENT'S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

--------------------------------------------------------------------------------

The following should be read in conjunction with, and is qualified in its
entirety by reference to the Consolidated Financial Statements of Weirton Steel
Corporation (the "Company" or "Weirton") including the notes thereto, which
begin on page 11.

OVERVIEW

The Company is a major integrated producer of flat rolled carbon steels with
major product lines consisting of sheet and tin mill product. Sheet product
includes hot and cold rolled and both hot-dipped and electrolytic galvanized
steels. Tin mill product includes tin-plate, chrome coated and black plate.

   In 1999 the Company and other domestic producers suffered from the worst
market conditions for steel products since the 1980s. Beginning in the second
half of 1998 and continuing through 1999, imported steel, some of which was
dumped in violation of United States trade laws, adversely affected product
prices in the United States and tonnages sold by domestic producers. In 1999
foreign producers exported 35.6 million tons of steel to the United States. This
was the second highest import level in history surpassed only by the 41.4
million tons imported into the United States in 1998.

   The Company and other domestic producers have sought and continue to seek
legal remedies to stop the flow of illegally dumped steel imported into the
United States.

   During the fourth quarter of 1998, the Company filed dumping suits against
Brazil, Japan and Russia, seeking the imposition of duties on certain hot rolled
carbon steel products. Those suits were ruled on favorably by the International
Trade Commission (ITC) and significant duties were assessed. In addition, there
has been a significant increase in imported cold rolled and tin mill product. In
response, the Company filed cold rolled trade cases on June 2, 1999. On March 3,
2000, the ITC ruled that low-priced cold rolled imports from six countries,
including Japan and Brazil, were not a threat to the U.S. steel industry,
dropping cases that would have led to antidumping duties as high as 80%. On
October 28, 1999, the Company filed a trade case against Japan for allegedly
setting illegal prices on its tin mill products sold in American markets. The
ITC preliminarily ruled on December 13, 1999 that tin mill products imported
from Japan harmed the domestic industry. The Commerce Department is required to
assess preliminary duties on these imports by April 15, 2000.

   While the efforts of the Company and other domestic steel producers and labor
organizations have had some impact on import levels, the import surge in the
second half of 1998 continued to adversely affect the domestic steel market in
1999.

   Though the Company's operating results were adversely affected by the illegal
dumping of steel by foreign producers, the Company's 1999 net income reflects
the benefit of the sale of a portion of its investment in MetalSite, a business
to business e-commerce company that sells metal products over the internet.

--------------------------------------------------------------------------------
RESULTS OF OPERATIONS

1999 Compared to 1998

Net income for 1999 was $30.9 million or $0.71 per diluted share compared to a
net loss of $6.1 million or $0.15 per diluted share in 1998. The results for
1999 include a net pretax gain of $170.1 million related to the sale of a
portion of the Company's investment in MetalSite and a non-cash pretax asset
impairment charge of $22.5 million associated with the write down of a
long-lived asset to fair value. The results for 1998 include a pretax
restructuring charge of $2.9 million associated with an employee reduction
program. Excluding the effects of these non-recurring items, profit sharing, and
the resulting impact on income taxes, the net loss for 1999 would have been
$76.4 million or $1.84 per diluted share compared to a net loss for 1998 of $3.8
million or $0.09 per diluted share.

   Total shipments in 1999 were 2,514 thousand tons compared to 2,575 thousand
tons in 1998. Net sales were $1,091.7 million in 1999 compared to $1,254.8
million in 1998.

   Sheet product shipments in 1999 were 1,743 thousand tons compared to 1,771
thousand tons in 1998, a decrease of 2%. Sheet mill product shipments resulted
in net sales of $642.6 million in 1999, a decrease of $112.7 million compared to
1998. The decrease in net sales is primarily attributable to a decrease in
average selling prices.

   Tin mill product shipments in 1999 were 771 thousand tons compared to 804
thousand tons in 1998, a decrease of 4%. Tin mill product shipments resulted in
net sales of $448.2 million in 1999, a decrease of $51.3 million compared to
1998. The decrease in net sales is primarily attributable to the decrease in tin
mill product selling prices and shipments.

6        WEIRTON STEEL CORPORATION ANNUAL REPORT
<PAGE>   2



                                                                    WEIRTON
                                                               STEEL CORPORATION

--------------------------------------------------------------------------------

   Overall, lower shipments and selling prices were the result of unfairly
priced imports which drastically weakened domestic steel pricing beginning in
the second half of 1998 and continuing throughout 1999.

   Cost of sales per ton decreased approximately $21 per ton from $434 per ton
in 1998 to $413 per ton in 1999 due to the benefit of purchasing slabs in the
open market to meet incremental requirements and a reduction in employee benefit
costs.

   Selling, general and administrative expenses in 1999 were $44.8 million
compared to $39.2 million in 1998. The increase is primarily attributable to
costs incurred by MetalSite during its first full year of operation. MetalSite's
results of operations were consolidated through December 29, 1999.

   During 1998, the Company initiated a special voluntary retirement window for
certain supervisory and managerial employees. As a result of the retirement
window, the Company recorded a restructuring charge of $2.9 million, consisting
of early retirement benefits.

   During 1999, the Company recognized an asset impairment charge of $22.5
million associated with the write down of a slab sizing press to fair value.

   In 1999, the Company recorded a provision for profit sharing of $15.5 million
pursuant to the company wide Profit Sharing Plan.

1998 Compared to 1997

The net loss for 1998 was $6.1 million or $0.15 per diluted share compared to a
net loss of $17.7 million or $0.42 per diluted share in 1997. The results for
1998 and 1997 included pretax restructuring charges of $2.9 million and $17.0
million, respectively, associated with employee reduction programs. Excluding
the effect of this non-recurring item, and the resulting impact on income taxes,
the net loss for 1998 would have been $3.8 million or $0.09 per diluted share
compared to a net loss for 1997 of $4.1 million or $0.10 per diluted share.

   Total shipments in 1998 were 2,575 thousand tons compared to 2,772 thousand
tons in 1997. Net sales were $1,254.8 million in 1998 compared to $1,397.2
million in 1997.

   Sheet product shipments in 1998 were 1,771 thousand tons compared to 1,918
thousand tons in 1997; a decrease of 8%. Sheet mill product shipments resulted
in net sales of $755.3 million in 1998, a decrease of $107.3 million compared to
1997. The decrease in net sales is attributable to reduced shipments and a
decrease in average selling price. The lower shipments and selling prices were
the result of unfairly priced imports which drastically weakened the domestic
steel market in the second half of 1998.

   Tin mill product shipments in 1998 were 804 thousand tons compared to 854
thousand tons in 1997; a decrease of 6%. Tin mill product shipments resulted in
net sales of $499.5 million in 1998, a decrease of $35.1 million compared to
1997. The decrease in net sales is primarily attributable to the decrease in tin
mill product shipments.

   Cost of sales per ton decreased approximately $20 per ton from $454 per ton
in 1997 to $434 per ton in 1998. The decrease resulted primarily from a full
year's benefit of the rebuild of the No. 1 Blast Furnace, lower raw material and
employment costs and continued benefits of the Company's cost reduction
programs.

   Selling, general and administrative expenses in 1998 were $39.2 million
compared to $36.3 million in 1997. The increase is primarily attributable to
costs incurred in the start-up of MetalSite.

   During 1998, the Company initiated a special voluntary retirement window for
certain supervisory and managerial employees. As a result of the retirement
window, the Company recorded a restructuring charge of $2.9 million, consisting
of early retirement benefits.

   During 1997, the Company finalized its labor agreements with its principal
union. The new contracts, among other things, provided for a retirement window
for represented retirement eligible employees. As a result of the retirement
window, the Company recorded a restructuring charge of $17.0 million in 1997.
The restructuring charge consisted of the recognition of special retirement
benefits and a lump sum payment for those choosing to retire during the window.

   Interest expense was $44.3 million in 1998, a decrease of $4.3 million from
1997. The decrease resulted from lower outstanding debt due to the repayment of
$42.2 million in senior debt in March 1998.

                                                                               7


<PAGE>   3



1999
MANAGEMENT'S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

--------------------------------------------------------------------------------

LIQUIDITY AND CAPITAL RESOURCES

As of December 31, 1999, the Company had cash and equivalents of $209.3 million
compared to $68.4 million as of December 31, 1998. The Company's liquidity
requirements arise primarily from working capital requirements, debt service and
capital investments. The Company's statements of cash flows for the years
indicated are summarized below:

 (DOLLARS IN THOUSANDS)                            1999              1998

Net cash provided by operating activities       $  80,589         $  50,224
Net cash provided (used) by
    investing activities                          145,325           (57,943)
Net cash used by financing activities             (85,033)          (48,582)
                                                ---------         ---------
Increase (decrease) in cash                     $ 140,881         $ (56,301)
                                                =========         =========

   The increase in cash flow from operating activities is primarily due to a
significant reduction in inventory as a result of the Company's inventory
reduction programs.

   Net cash provided by investing activities includes a gain on the sale of an
investment, capital spending and loans to unconsolidated subsidiaries. The
increase in cash flow from investing activities is due to the sale of a portion
of the Company's investment in MetalSite. The Company's investing activities
also included capital spending for property, plant and equipment of $21.6
million and $50.4 million in 1999 and 1998, respectively. The Company used these
expenditures to purchase, modernize or upgrade production equipment and business
systems, maintain facilities and comply with environmental regulations. The
Company's planned capital expenditures for 2000 are approximately $31.0 million
which include approximately $2.3 million for environmental control projects. In
addition, investing activities included investments in and loans to
unconsolidated subsidiaries of $3.2 million and $7.8 million in 1999 and 1998,
respectively.

   Net cash flows used by financing activities were $85.0 million for 1999
compared to $48.6 million in 1998. The Company repaid $84.0 million and $42.2
million of senior notes in 1999 and 1998, respectively. The Company also
purchased $6.3 million of its common stock in 1998 which is being held as
treasury stock.

   Through a wholly-owned subsidiary, Weirton Receivables Inc. ("WRI"), the
Company has two receivables participation agreements with a group of three
banks. The WRI Receivables Participation Agreement, as amended, which is AAA
rated by Standard & Poor's Rating Service, provides for a total commitment by
the banks of up to $80.0 million, including a letter of credit subfacility of up
to $25.0 million. The WRI Receivables Participation Agreement makes the facility
available to WRI through March 2004. As of December 31, 1999, $35.0 million of
funded participation interest had been sold to the banks and $12.7 million in
letters of credit under the subfacility was outstanding. Subsequent to December
31, 1999, the $35 million of funded participation interest was no longer
outstanding.

   On August 9, 1999, WRI and one of the participating banks agreed to a second
receivable facility ("Additional Receivable Facility") based on the receivables
of a major customer of the Company. As of December 31, 1999, the Additional
Receivable Facility provided for a total commitment by the participating bank of
up to $15.0 million, and no funded participation interest had been sold under
the Additional Receivable Facility.

   The base amount available for cash sale under both receivable facilities was
approximately $21.1 million on December 31, 1999 and approximately $79.4 million
on March 10, 2000.

   In November 1999, the Company and a bank agreed to a new working capital
facility of up to $100.0 million secured by a first priority lien on the
Company's inventory (the "Inventory Facility"). Borrowings under the Inventory
Facility are based upon the levels and composition of the Company's inventory
and generally are available on a revolving basis through October 2004. The
agreement establishing the Inventory Facility contains a number of restrictive
financial and other covenants typical of facilities of this kind and
substantially similar to those in the Company's current senior note indentures.
As of December 31, 1999, no amounts were outstanding under the Inventory
Facility, and $93.7 million was available for borrowing.

   The Company's net deferred tax assets were $151.6 million as of December 31,
1999, which consisted primarily of the carrying value of net operating loss
carryforwards and other tax credits and net deductible temporary differences
available to reduce the Company's cash requirements for the payment of future
federal income tax. The Company was required in 1999 and 1998, and may be
required in future periods, to make cash payments for income taxes under federal
alternative minimum tax regulations.

8        WEIRTON STEEL CORPORATION ANNUAL REPORT
<PAGE>   4




                                                                    WEIRTON
                                                               STEEL CORPORATION

--------------------------------------------------------------------------------

   As of December 31, 1999 and 1998, the Company had pension funding credits of
approximately $80.8 million and $83.2 million, respectively. Accordingly, the
Company is not required to contribute to its pension plan in 2000, nor was the
Company required to contribute to its pension plan in 1999 or 1998. However,
during 1998, the Company did contribute $43.0 million to its pension fund.

   Based upon available cash on hand and the amount of cash expected to be
generated from operating activities, the Company expects to have sufficient cash
to meet its short term needs, including the completion of the 2000 capital
spending plan.

   To the extent that cash on hand and cash generated from operating activities
do not generate an adequate amount of cash, the Company expects that cash
requirements can be met by the Inventory Facility or the WRI Receivables
Participation Agreements.

--------------------------------------------------------------------------------
YEAR 2000

The Company suffered no significant impacts from the changing of the calendar
year to the Year 2000. Other than scheduled idle time, the Company's operations
were not interrupted. The Company has continued to produce and sell goods and
process necessary business transactions with no noticeable difficulty since the
beginning of the calendar year 2000. While effects of the Year 2000 may not be
noticed until a later time, the Company believes that it has taken appropriate
measures to mitigate any future risk. The Company also believes there are no
significant continuing contingencies related to major customers or vendors.

   As part of its capital plan, the Company replaced certain business systems
dealing with financial reporting and human resources. The planned replacement of
these systems was accelerated to achieve Year 2000 readiness. Through December
31, 1999, the Company spent $16.7 million on these projects. The Company spent
$5.9 million on these projects during 1999.

   In addition to the replacement of the financial reporting and human resources
systems, the Company spent a total of $6.5 million in remediation costs to
achieve Year 2000 readiness. The Company spent $2.7 million on remediation costs
during 1999. All such remediation costs have been expensed as incurred in the
Company's consolidated statements of income.

ENVIRONMENTAL MATTERS

The Company continued its environmental remediation and regulatory compliance
activities required under its 1996 consent decree with federal and state
environmental authorities that had settled certain water discharge, air
emissions and waste handling enforcement issues. Under the consent decree, the
Company committed to undertake environmental upgrade and modification projects
totaling approximately $19.8 million, of which $15.3 million had been spent
through December 31, 1999.

   As part of a related corrective action order, the Company also continued its
investigative activities and interim corrective measures aimed at determining
the nature and extent of hazardous substances which might be located on its
property. These activities are being accomplished on an area by area basis and
generally are at an early stage. Because the Company does not know the nature
and extent of hazardous substances which may be located on its properties, it is
not possible at this time to estimate the ultimate cost to comply with the
corrective action order.

   At December 31, 1999, the Company had accrued approximately $9.0 million
related to the consent decree, the corrective action order, and other
environmental liabilities.

   Depending on the circumstances, the Company, according to the purchase
agreements by which it purchased its facilities in 1984, may be entitled to
indemnification from National Steel Corporation for portions of the costs
incurred in complying with the corrective action order.

--------------------------------------------------------------------------------
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The fair values of cash and cash equivalents, receivables and accounts payable
approximate carrying values and were relatively insensitive to changes in
interest rates at December 31, 1999 due to the short term maturity of these
instruments.

   The Company's market risk strategy has generally been to obtain competitive
prices for its products and services and allow operating results to reflect
market price movements dictated by supply and demand for the Company's products.


                                                                               9


<PAGE>   5



1999
MANAGEMENT'S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

--------------------------------------------------------------------------------

   In the normal course of business, the Company is exposed to market risk or
price fluctuations on purchases of scrap, tin, zinc, oxygen, nitrogen, natural
gas, power and other raw materials and utility requirements. As part of its
market risk strategy, the Company has entered into fixed price, multiple year
contracts, for its iron ore pellet, oxygen, electric power and nitrogen
requirements. The Company has entered into a contract to purchase the greater of
850,000 tons of blast furnace coke annually or 80% of its actual annual coke
requirements. Under the contract, the price of coke fluctuates with the market,
subject to a ceiling and floor. The remaining 20% of the Company's coke
requirements are sourced from the open market and are subject to market risk.
Scrap, tin, zinc and other raw materials are generally purchased in the open
market and are subject to price fluctuation. As of December 31, 1999, the
Company had no significant derivative financial instruments or derivative
commodity instruments outstanding.

   The Company's 50% owned unconsolidated subsidiary, WeBCo, utilizes forward
contracts to mitigate its exposure to changes in foreign currency exchange
rates. At December 31, 1999, WeBCo had four outstanding forward contracts to
sell foreign currencies. A hypothetical 10% change in the applicable 1999 year
end spot rates would result in a change in WeBCo's pretax income ranging from
approximately $1.1 million to $(0.7) million.

   As of December 31, 1999, the Company had the following financial liabilities
where the fair value differed from the carrying value:

                                          CARRYING VALUE      FAIR VALUE

Long term debt                               $304,768          $302,957
Series A Redeemable Preferred Stock          $ 22,990          $ 10,819
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
RECENT ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("Statement 133"). The Statement establishes
accounting and reporting standards requiring that every derivative instrument
(including certain derivative instruments embedded in other contracts) be
recorded in the balance sheet as either an asset or liability measured at its
fair value. In June 1999, the FASB issued Statement No. 137, "Accounting for
Derivative Instruments and Hedging Activities -- Deferral of the Effective Date
of FASB Statement No. 133," which amends Statement 133 to be effective for all
fiscal quarters of all fiscal years beginning after June 15, 2000. Management
has not yet determined how Statement 133 will impact the Company's financial
statements.

   On December 3, 1999, the SEC staff released Staff Accounting Bulletin No.
101, "Revenue Recognition" ("SAB No. 101") to provide guidance on the
recognition, presentation and disclosure of revenue in financial statements. SAB
No. 101 does not change existing literature on revenue recognition, but rather
it clarifies the staff's position on pre-existing literature. The new standard
did not require management to change existing revenue recognition policies and
therefore had no impact on the Company's reported financial position or results
of operations at December 31, 1999.

--------------------------------------------------------------------------------
FORWARD LOOKING STATEMENTS

This annual report contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Such statements are
based on assumptions and expectations, which may not be realized and are
inherently subject to risk and uncertainties, many of which cannot be predicted
with accuracy. Future events and actual results, financial and otherwise, may
differ from the results discussed in the forward-looking statements. Although
the Company believes that its assumptions made in connection with
forward-looking statements are reasonable, there are no assurances that the
assumptions and expectations will prove to have been correct due to the
foregoing and other factors. Such forward-looking statements are made pursuant
to the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. The Company is under no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.


10       WEIRTON STEEL CORPORATION ANNUAL REPORT


<PAGE>   6



                                                                     WEIRTON
                                                               STEEL CORPORATION

1999
CONSOLIDATED STATEMENTS OF INCOME

YEAR ENDED DECEMBER 31

--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)                       1999                1998                1997


<S>                                                             <C>                 <C>                 <C>
NET SALES                                                       $ 1,091,697         $ 1,254,796         $ 1,397,204

Operating costs:
Cost of sales                                                     1,037,342           1,117,465           1,258,035
Selling, general and administrative expense                          44,806              39,219              36,308
Depreciation                                                         60,866              60,822              60,855
Restructuring charge                                                     --               2,871              17,000
Asset impairment                                                     22,522                  --                  --
Profit sharing provision                                             15,473                  --                  --
                                                                -----------         -----------         -----------
      TOTAL OPERATING COSTS                                       1,181,009           1,220,377           1,372,198
                                                                -----------         -----------         -----------


INCOME (LOSS) FROM OPERATIONS                                       (89,312)             34,419              25,006
Gain on sale of investment, net                                     170,117                  --                  --
Income (loss) from unconsolidated subsidiaries                       (1,105)                 34                 (12)
Interest expense                                                    (44,223)            (44,338)            (48,683)
Other income, net                                                     2,198               4,684               4,259
ESOP contribution                                                    (1,305)             (2,610)             (2,610)
                                                                -----------         -----------         -----------

INCOME (LOSS) BEFORE INCOME TAXES                                    36,370              (7,811)            (22,040)
Income tax provision (benefit)                                        8,227              (1,391)             (4,298)
                                                                -----------         -----------         -----------
INCOME (LOSS) BEFORE MINORITY INTEREST                               28,143              (6,420)            (17,742)
Minority interest in loss of subsidiary                               2,804                 293                  --
                                                                -----------         -----------         -----------
NET INCOME (LOSS)                                               $    30,947         $    (6,127)        $   (17,742)
                                                                ===========         ===========         ===========


PER SHARE DATA:
Weighted average number of common shares (in thousands):
   Basic                                                             41,600              41,924              42,622
   Diluted                                                           43,299              41,924              42,622

Net income (loss) per share:
   Basic                                                        $      0.74         $     (0.15)        $     (0.42)
   Diluted                                                      $      0.71         $     (0.15)        $     (0.42)
</TABLE>


The accompanying notes are an integral part of these statements.





                                                                              11




<PAGE>   7




                                                                    WEIRTON
                                                               STEEL CORPORATION


1999
CONSOLIDATED BALANCE SHEETS

DECEMBER 31

--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)                                                      1999                1998


<S>                                                                                            <C>                 <C>
ASSETS:

CURRENT ASSETS:
   Cash and equivalents, including restricted cash of $810 and $1,275, respectively            $   209,270         $    68,389
   Receivables, less allowances of $9,302 and $8,574, respectively                                 104,647             112,278
   Inventories                                                                                     186,710             259,332
   Deferred income taxes                                                                            42,517              43,254
   Other current assets                                                                              3,167               7,634
                                                                                               -----------         -----------
         TOTAL CURRENT ASSETS                                                                      546,311             490,887

Property, plant and equipment, net                                                                 514,464             576,238
Investment in unconsolidated subsidiaries                                                            6,833               7,938
Deferred income taxes                                                                              109,110             108,220
Other assets and deferred charges                                                                   10,804              12,416
                                                                                               -----------         -----------
TOTAL ASSETS                                                                                   $ 1,187,522         $ 1,195,699
                                                                                               ===========         ===========

LIABILITIES:
CURRENT LIABILITIES:
   Current portion of long term debt obligations                                               $        --         $    84,044
   Payables                                                                                        142,930             120,697
   Employment costs                                                                                 81,688              63,966
   Taxes other than income taxes                                                                    13,805              15,060
   Other current liabilities                                                                        17,511              10,957
                                                                                               -----------         -----------
         TOTAL CURRENT LIABILITIES                                                                 255,934             294,724

Long term debt obligations                                                                         304,768             304,626
Long term pension obligation                                                                        91,295              81,908
Postretirement benefits other than pensions                                                        327,665             337,443
Other long term liabilities                                                                         30,886              33,217
                                                                                               -----------         -----------
         TOTAL LIABILITIES                                                                       1,010,548           1,051,918

REDEEMABLE STOCK:
Preferred stock, Series A, $0.10 par value; 1,664,469 and 1,694,636
   shares authorized and issued; 1,647,214 and 1,678,576 subject to put                             23,147              23,852
Less: Preferred treasury stock, Series A, at cost, 12,207 and 21,454 shares                           (174)               (309)
Deferred ESOP compensation                                                                              --              (1,305)
                                                                                               -----------         -----------
         TOTAL REDEEMABLE STOCK                                                                     22,973              22,238

Stockholders' equity:
Preferred stock, Series A, $0.10 par value; 17,255 and 16,060 shares not subject to put                250                 233
Common stock, $0.01 par value; 50,000,000 shares authorized;
   43,499,363 and 43,178,134 shares issued                                                             435                 432
Additional paid-in capital                                                                         458,249             457,851
Common stock issuable, 304,113 and 383,562 shares                                                      431                 532
Deferred compensation                                                                                   --                (492)
Retained earnings (deficit)                                                                       (298,194)           (329,141)
Less: Common treasury stock, at cost, 1,885,682 and 1,983,561 shares                                (7,170)             (7,872)
                                                                                               -----------         -----------
         TOTAL STOCKHOLDERS' EQUITY                                                                154,001             121,543
                                                                                               -----------         -----------

TOTAL LIABILITIES, REDEEMABLE STOCK
   AND STOCKHOLDERS' EQUITY                                                                    $ 1,187,522         $ 1,195,699
                                                                                               ===========         ===========
</TABLE>


The accompanying notes are an integral part of these statements.




12       WEIRTON STEEL CORPORATION ANNUAL REPORT



<PAGE>   8




                                                                     WEIRTON
                                                               STEEL CORPORATION


1999
CONSOLIDATED STATEMENTS OF CASH FLOWS

YEAR ENDED DECEMBER 31

--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
(DOLLARS IN THOUSANDS)                                                       1999              1998              1997

<S>                                                                       <C>               <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

   NET INCOME (LOSS)                                                      $  30,947         $  (6,127)        $ (17,742)

   ADJUSTMENTS TO RECONCILE NET INCOME (LOSS) TO NET CASH PROVIDED
   BY OPERATING ACTIVITIES:

   Depreciation                                                              60,866            60,822            60,855
   Amortization of deferred financing costs                                   1,899             1,662             1,836
   Restructuring charge                                                          --             2,871            17,000
   Asset impairment                                                          22,522                --                --
   ESOP contribution                                                          1,305             2,610             2,610
   Deferred income taxes                                                       (153)           (5,889)           (1,742)
   Cash provided (used) by working capital items:
       Receivables                                                            7,631            28,565            13,583
       Inventories                                                           72,622             1,601            (1,794)
       Other current assets                                                   6,716            (2,831)            1,606
       Payables                                                              22,233           (11,969)          (16,932)
       Other current liabilities                                             20,772            (6,805)              838
   Long term pension obligation                                               9,387           (17,713)              368
   Proceeds from sale of investment, net                                   (170,117)               --                --
   Other                                                                     (6,041)            3,427            11,618
                                                                          ---------         ---------         ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES                                    80,589            50,224            72,104

CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from sale of investment, net                                    170,117                --                --
   Loan to unconsolidated subsidiary                                         (3,178)               --                --
   Investment in unconsolidated subsidiaries                                     --            (7,561)             (100)
   Capital spending                                                         (21,614)          (50,382)          (60,070)
                                                                          ---------         ---------         ---------
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES                            145,325           (57,943)          (60,170)

CASH FLOWS FROM FINANCING ACTIVITIES:
   Repayment of debt obligations                                            (84,232)          (42,831)               --
   Purchase of treasury stock                                                    --            (6,283)               --
   Common shares issuable                                                      (101)              532               664
   Deferred financing costs                                                    (700)               --                --
                                                                          ---------         ---------         ---------
NETCASH PROVIDED (USED) BY FINANCING ACTIVITIES                             (85,033)          (48,582)              664
                                                                          ---------         ---------         ---------
NET CHANGE IN CASH AND EQUIVALENTS                                          140,881           (56,301)           12,598

CASH AND EQUIVALENTS AT BEGINNING OF PERIOD                                  68,389           124,690           112,092
                                                                          ---------         ---------         ---------
CASH AND EQUIVALENTS AT END OF PERIOD                                     $ 209,270         $  68,389         $ 124,690
                                                                          =========         =========         =========
SUPPLEMENTAL CASH FLOW INFORMATION
   Interest paid, net of capitalized interest                             $  46,147         $  45,953         $  48,489
   Income taxes paid (refunded), net                                         (3,191)            7,803            (2,556)
</TABLE>


The accompanying notes are an integral part of these statements.





                                                                              13


<PAGE>   9
1999
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                           COMMON STOCK
                                                                     ------------------------        ADDITIONAL
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)                        SHARES            AMOUNT   PAID-IN CAPITAL

<S>                                                              <C>                   <C>      <C>
STOCKHOLDERS EQUITY CONSOLIDATED AT DECEMBER 31, 1996            42,592,850              $426          $455,311
Net loss                                                                 --                --                --
Conversion of preferred stock                                        24,560                --               356
Exercise of preferred stock put options                                  --                --                77
Purchase of treasury stock                                               --                --                 1
Reclassification of preferred Series A not subject to put                --                --                --
Employee stock purchase plan:
   Shares issued                                                    228,774                 2               679
   Shares issuable                                                       --                --                --
Board of Directors deferred compensation plan:
   Shares issued                                                         --                --               (45)
   Shares issuable                                                       --                --                --
Deferred compensation                                                    --                --                --
-------------------------------------------------------------------------------------------------------------------
STOCKHOLDERS EQUITY CONSOLIDATED AT DECEMBER 31, 1997            42,846,184               428           456,379
Net loss                                                                 --                --                --
Conversion of preferred stock                                        43,527                 2               631
Exercise of preferred stock put options                                  --                --               177
Purchase of treasury stock                                               --                --                 2
Reclassification of preferred Series A not subject to put                --                --                --
Employee stock purchase plan:
   Shares issued                                                    247,865                 2               564
   Shares issuable                                                       --                --                --
Board of Directors deferred compensation plan:
   Shares issued                                                     40,558                --                98
   Shares issuable                                                       --                --                --
Deferred compensation                                                    --                --                --
-------------------------------------------------------------------------------------------------------------------
STOCKHOLDERS EQUITY CONSOLIDATED AT DECEMBER 31, 1998            43,178,134               432           457,851
Net income                                                               --                --                --
Conversion of preferred stock                                        30,167                --               437
Exercise of preferred stock put options                                  --                --               124
Purchase of treasury stock                                               --                --                 2
Reclassification of preferred Series A not subject to put                --                --                --
Employee stock purchase plan:
   Shares issued                                                    285,430                 3               376
   Shares issuable                                                       --                --                --
Board of Directors compensation plans:
   Shares issued                                                      5,632                --              (541)
   Shares issuable                                                       --                --                --
Deferred compensation                                                    --                --                --
Change in deferred compensation liability                                --                --                --
-------------------------------------------------------------------------------------------------------------------
STOCKHOLDERS EQUITY CONSOLIDATED AT DECEMBER 31, 1999            43,499,363              $435          $458,249
===================================================================================================================
</TABLE>

The accompanying notes are an integral part of these statements.

14      WEIRTON STEEL CORPORATION ANNUAL REPORT


<PAGE>   10
                                                                    WEIRTON
                                                               STEEL CORPORATION

--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
            COMMON                                                       COMMON                 PREFERRED SERIES A
       SHARES ISSUABLE                          RETAINED             TREASURY STOCK             NOT SUBJECT TO PUT
    --------------------      DEFERRED          EARNINGS          ---------------------         -------------------    STOCKHOLDERS'
    SHARES        AMOUNT  COMPENSATION          (DEFICIT)         SHARES         AMOUNT         SHARES       AMOUNT          EQUITY
<S>               <C>     <C>                 <C>                <C>            <C>             <C>          <C>       <C>
   259,177        $  773        $ (385)       $ (305,272)        239,648        $(1,723)         5,074        $  74        $149,204
        --            --            --           (17,742)             --             --             --           --         (17,742)
        --            --            --                --              --             --           (542)          (8)            348
        --            --            --                --              --             --             --           --              77
        --            --            --                --             269             (1)            --           --              --
        --            --            --                --              --             --          4,306           62              62

  (228,774)         (681)           --                --              --             --             --           --              --
   247,865           566            --                --              --             --             --           --             566

   (30,403)          (92)           --                --         (30,403)           137             --           --              --
    40,558            98           (98)               --              --             --             --           --              --
        --            --            12                --              --             --             --           --              12
------------------------------------------------------------------------------------------------------------------------------------
   288,423           664          (471)         (323,014)        209,514            128        132,527
        --            --            --            (6,127)             --             --             --           --          (6,127)
        --            --            --                --              --             --           (491)          (7)            626
        --            --            --                --              --             --             --           --             177
        --            --            --                --       1,774,047         (6,285)            --           --          (6,283)
        --            --            --                --              --             --          7,713          112             112

  (247,865)         (566)           --                --              --             --             --           --              --
   285,430           379            --                --              --             --             --           --             379

   (40,558)          (98)           --                --              --             --             --           --              --
    98,132           153          (153)               --              --             --             --           --              --
        --            --           132                --              --             --             --           --             132
------------------------------------------------------------------------------------------------------------------------------------
   383,562           532          (492)         (329,141)      1,983,561         (7,872)        16,060          233         121,543
        --            --            --            30,947              --             --             --           --          30,947
        --            --            --                --              --             --         (5,080)         (74)            363
        --            --            --                --              --             --             --           --             124
        --            --            --                --             253             --             --           --               2
        --            --            --                --              --             --          6,275           91              91

  (285,430)         (379)           --                --              --             --             --           --              --
   167,475           231            --                --              --             --             --           --             231

   (98,132)         (153)           --                --         (98,132)           702             --           --               8
   136,638           200          (200)               --              --             --             --           --              --
        --            --             9                --              --             --             --           --               9
        --            --           683                --              --             --             --           --             683
------------------------------------------------------------------------------------------------------------------------------------
   304,113        $  431        $   --        $ (298,194)      1,885,682        $(7,170)        17,255        $ 250        $154,001
====================================================================================================================================
</TABLE>


                                       15
<PAGE>   11
1999
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNTS, OR IN MILLIONS OF DOLLARS
WHERE INDICATED)

--------------------------------------------------------------------------------

NOTE 1
BASIS OF PRESENTATION

The financial statements herein include the accounts of Weirton Steel
Corporation and its consolidated subsidiaries. Entities of which the Company
owns a majority interest are consolidated; entities of which the Company owns a
less than majority interest are not consolidated and are reflected in the
consolidated financial statements using the equity method of accounting. All
intercompany accounts and transactions with consolidated subsidiaries have been
eliminated in consolidation. Weirton Steel Corporation and/or Weirton Steel
Corporation together with its consolidated subsidiaries are hereafter referred
to as the "Company."

   In the Company's consolidated balance sheets, MetalSite is consolidated as of
December 31, 1998, and is accounted for under the equity method as of December
31, 1999. MetalSite's results of operations are consolidated with the Company's
results through December 29, 1999, and are reported under the equity method
thereafter.

   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.

   Certain reclassifications have been made to prior year amounts to conform
with current year presentation.

--------------------------------------------------------------------------------
NOTE 2
ORGANIZATION AND BACKGROUND

The Company and its predecessor companies have been in the business of making
and finishing steel products for over 90 years. From November 1929 to January
1984, the Company's business was operated as either a subsidiary or a division
of National Steel Corporation ("NSC"). Incorporated in Delaware in November
1982, the Company acquired the principal assets of NSC's former Weirton Steel
Division in January 1984.

   The Company's authorized capital consists of 50.0 million shares of Common
Stock, par value $0.01 per share, and 7.5 million shares of Preferred Stock, par
value $0.10 per share, issuable in series, as designated by the Company's Board
of Directors.

   Prior to 1989, the Company was owned entirely by its employees through an
Employee Stock Ownership Plan (the "1984 ESOP"). In June 1989, the Company's
Common Stock commenced trading publicly on the New York Stock Exchange following
an underwritten secondary offering from the 1984 ESOP. In connection with that
offering, the Company established a second Employee Stock Ownership Plan (the
"1989 ESOP") and funded it with 1.8 million shares of Convertible Voting
Preferred Stock, Series A (the "Series A Preferred").

   Substantially all of the Company's employees participate in the 1984 ESOP and
the 1989 ESOP which owned approximately 23.4% of the issued and outstanding
common shares and substantially all the preferred shares of the Company as of
December 31, 1999. The common and preferred shares held by the 1984 ESOP and the
1989 ESOP collectively represent 46.7% of the voting power of the Company's
voting stock as of December 31, 1999.

   Approximately 83% of the Company's workforce is covered under collective
bargaining agreements with the Independent Steelworkers' Union (the "ISU") and
Independent Guard Union (the "IGU"). In 1997, the Company reached agreements
with the ISU and IGU which extend into 2001.

--------------------------------------------------------------------------------
NOTE 3
SIGNIFICANT ACCOUNTING POLICIES

Cash

The liability representing outstanding checks drawn against a zero-balance
general disbursement bank account is included in accounts payable for financial
statement presentation. Such amounts were $12.4 million and $0.8 million as of
December 31, 1999 and 1998, respectively.

Cash Equivalents

Cash equivalents, which consist primarily of certificates of deposit, commercial
paper and time deposits, are stated at cost, which approximates fair value. For
financial statement presentation, the Company considers all highly liquid
investments purchased with an original maturity of 90 days or less to be cash
equivalents.

16       WEIRTON STEEL CORPORATION ANNUAL REPORT
<PAGE>   12

                                                                     WEIRTON
                                                               STEEL CORPORATION

--------------------------------------------------------------------------------

Inventories

Inventories are stated at the lower of cost or market, cost being determined by
the first-in, first-out method. Inventory costs include materials, labor and
manufacturing overhead.

Property, Plant and Equipment

Property, plant and equipment is valued at cost. Major additions are
capitalized, while the cost of maintenance and repairs which do not improve or
extend the lives of the respective assets is charged to expense in the year
incurred. Interest costs applicable to facilities under construction are
capitalized. Gains or losses on property dispositions are credited or charged to
income.

   Depreciation of steelmaking facilities is determined by the
production-variable method which adjusts straight-line depreciation to reflect
actual production levels. The cost of relining blast furnaces is amortized over
the estimated production life of the lining. All other assets are depreciated on
a straight-line basis.

Employee Stock Ownership Plan (ESOP) Accounting

The Company recognizes as compensation expense an amount based upon its required
contributions to the ESOPs. The resulting expense approximates the cost to the
ESOPs for the shares allocated to participants for the period. The number of
shares allocated to participants for the period is determined based on the ratio
of the period's ESOP debt principal payment to the total estimated debt
principal payments. Shares are then allocated to individual participants based
on the participant's relative compensation.

Employee Profit Sharing

The provision for 1999 of $15.5 million for employee profit sharing is
calculated in accordance with the Profit Sharing Plan as amended in 1994. There
were no provisions for employee profit sharing in 1998 and 1997.

Research and Development

The Company incurs research and development costs to improve existing products,
develop new products and develop more efficient operating techniques. The costs
are charged to expense as incurred and totaled $2.0 million, $5.9 million and
$4.1 million in 1999, 1998 and 1997, respectively.

Derivative Instruments

In June 1998, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("Statement 133"). The Statement establishes
accounting and reporting standards requiring that every derivative instrument
(including certain derivative instruments embedded in other contracts) be
recorded in the balance sheet as either an asset or liability measured at its
fair value. In June 1999, the FASB issued Statement No. 137, "Accounting for
Derivative Instruments and Hedging Activities -- Deferral of the Effective Date
of FASB Statement No. 133," which amends Statement 133 to be effective for all
fiscal quarters of all fiscal years beginning after June 15, 2000. Management
has not yet determined how Statement 133 will impact the Company's financial
statements.

Revenue Recognition

On December 3, 1999, the SEC staff released Staff Accounting Bulletin No. 101,
"Revenue Recognition" ("SAB No. 101") to provide guidance on the recognition,
presentation and disclosure of revenue in financial statements. SAB No. 101 does
not change existing literature on revenue recognition, but rather it clarifies
the staff's position on pre-existing literature. The new standard did not
require management to change existing revenue recognition policies and therefore
had no impact on the Company's reported financial position or results of
operations as of December 31, 1999.

--------------------------------------------------------------------------------
NOTE 4
INVENTORIES

Inventories consisted of the following:

DECEMBER 31,             1999             1998

Raw materials          $ 61,254        $ 84,274
Work-in-process          41,044          82,331
Finished goods           84,412          92,727
                       --------        --------
                       $186,710        $259,332
                       ========        ========


                                                                              17


<PAGE>   13
1999
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNTS, OR IN MILLIONS OF DOLLARS
WHERE INDICATED)

--------------------------------------------------------------------------------

NOTE 5
PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following:

DECEMBER 31,                                 1999                1998

Land                                     $     1,129         $     1,119
Buildings                                      9,409               9,327
Machinery, equipment and other               973,651             963,852
Construction-in-progress                       6,285              41,392
                                         -----------         -----------
                                             990,474           1,015,690
Less: Allowances for depreciation           (476,010)           (439,452)
                                         -----------         -----------
                                         $   514,464         $   576,238
                                         ===========         ===========

   During the fourth quarter of 1999, the Company recognized an asset impairment
charge of $22.5 million related to a slab sizing press. The service potential of
the asset was impaired as a result of changes in world slab markets and the
Company's decision to restart the No. 4 Blast Furnace. Further, the Company
terminated discussions with an entity concerning a strategic combination, which
if consummated would have provided support for the viability of the asset. Given
existing facts and circumstances pertaining to the slab sizing press, the
Company has no plans to utilize the asset. In the event those facts and
circumstances change significantly, the Company may reconsider its decision.

   The fair value was determined based upon the value of individual components
and the absence of opportunities to sell the slab sizing press.

   There was no capitalized interest applicable to facilities under construction
for the year ended December 31, 1999. Capitalized interest applicable to
facilities under construction for the years ended December 31, 1998 and 1997,
amounted to $0.4 million and $0.5 million, respectively.

NOTE 6
FINANCING ARRANGEMENTS

Debt Obligations

DECEMBER 31,                                1999              1998

10-7/8% Senior Notes due 10/15/99        $      --         $  84,044
11-3/8% Senior Notes due 7/1/04            124,930           125,000
10-3/4% Senior Notes due 6/1/05            124,882           125,000
8-5/8% Pollution Control Bonds
   due 11/1/14                              56,300            56,300
                                         ---------         ---------
                                           306,112           390,344
Less: Unamortized debt discount             (1,344)           (1,674)
                                         ---------         ---------
Total debt obligations                     304,768           388,670
Less: Current portion of
   long term debt obligations                   --           (84,044)
                                         ---------         ---------
                                         $ 304,768         $ 304,626
                                         =========         =========

   During 1999, the Company paid off the remaining $84.0 million outstanding on
its 10-7/8% Senior Notes at maturity.

   During 1998, the Company made principal payments of $42.2 million to repay
the 11-1/2% Senior Notes at maturity.

   The indentures governing the senior notes are substantially similar and
contain covenants that limit, among other things, the incurrence of additional
indebtedness, the declaration and payment of dividends and distributions on the
Company's capital stock, as well as mergers, consolidations, liens and sales of
certain assets. Under covenants affecting the Company's ability to pay dividends
on its common stock, the Company is limited as to the payment of aggregate
dividends after March 31, 1993, to the greater of (i) $5.0 million or (ii) $5.0
million plus one-half of the Company's cumulative consolidated net income since
March 31, 1993, plus the net proceeds from future issuances of certain capital
stock less certain allowable payments. As of December 31, 1999, pursuant to this
covenant, the Company's ability to pay dividends on its common stock was limited
to $132.7 million. Upon the occurrence of a change in control, as defined under
the indentures, holders of the senior notes will have the option to cause the
Company to repurchase their senior notes at 101% of the principal amount, plus
accrued interest to the date of repurchase.

   The Company has $124.9 million in principal payments due in 2004 and $181.2
million due thereafter.

18       WEIRTON STEEL CORPORATION ANNUAL REPORT
<PAGE>   14



                                                                    WEIRTON
                                                               STEEL CORPORATION

--------------------------------------------------------------------------------

Receivables Participation Agreements

On March 29, 1999, through its wholly-owned subsidiary, Weirton Receivables Inc.
("WRI"), the Company amended its existing receivables facility with a group of
three banks (the "WRI Amended Receivables Facility"). The WRI Amended
Receivables Facility provides for a total commitment by the banks of up to $80.0
million, including a letter of credit subfacility of up to $25.0 million. The
Company sells substantially all of its accounts receivable as they are
generated, to its wholly-owned subsidiary, Weirton Receivables Inc. ("WRI").

   The amount of participation interests committed to be purchased by the banks
fluctuates depending upon the amounts and nature of receivables generated by the
Company which are sold into the program, and certain financial tests applicable
to them. The financial tests that were applicable to the receivable facility
prior to March 29, 1999 were amended so that, in most cases, the amount of
participation interest available for cash sale to the banks is greater under the
WRI Amended Receivables Facility than under the pre-existing facility. The March
29, 1999 amendment also modified the events and circumstances that would cause
the termination of the facility. The other terms and conditions of the WRI
Amended Receivables Facility are substantially the same as those of the pre-
existing facility.

   Funded purchases of participation interests by the banks under the WRI
Amended Receivables Facility are generally available on a revolving basis for
three years, subject to extension as agreed to by the banks. In 1999, the
facility was extended through March 2004. Weirton Steel Corporation continues to
act as servicer of the assets sold into the program and continues to make
billings and collections in the ordinary course of business according to its
established credit practices. Except for warranties given by Weirton Steel
Corporation concerning the eligibility of receivables sold to WRI under the
program, the transactions under the facility are generally nonrecourse.
WRI's commitments to the banks, which do not include warranties as to
collectibility of the receivables, include those typical of sellers of similar
property and are secured by its interest in the receivables and related
security. WRI is subject to certain restrictions regarding its indebtedness,
liens, asset sales not contemplated by the facility, guarantees, investments,
other transactions with its affiliates, including Weirton Steel Corporation, and
the maintenance of a minimum net worth of not less than the greater of $5.0
million or 10% of the outstanding receivables. As of December 31, 1999, WRI was
in compliance with these requirements. The banks and other creditors of WRI have
a priority claim on all assets of WRI prior to those assets becoming available
to any of Weirton Steel Corporation's creditors.

   Because the WRI Amended Receivables Facility contains concentration
limitation provisions, from time to time, receivables from one of the Company's
major customers were ineligible to be considered in the calculation of
participation interest available for cash sale to the banks. As a result, on
August 9, 1999, WRI and one of the participating banks agreed to a second
receivable facility ("Additional Receivable Facility") based on the receivables
of the aforementioned major customer of the Company.

   The Additional Receivable Facility originally provided for a total commitment
by the participating bank of up to $20.0 million. Pursuant to the Additional
Receivable Facility agreement, the total commitment was reduced to $15.0 million
as of December 31, 1999. The amount of participation interest in the accounts
receivable from the major customer available for sale to the bank fluctuates
depending upon the nature and amount of receivables from the customer generated
by the Company which are sold into the program and certain financial tests
applicable to them. Events that would cause the termination of the Additional
Receivable Facility are similar to those that exist under the WRI Amended
Receivables Facility.

   As of December 31, 1999, $35.0 million of funded participation interest had
been sold to the banks under the WRI Amended Receivables Facility. The Company
recognized $0.6 million in discount expense from the sale of the funded
participation interest. Discount expense was recorded as a reduction to other
income for financial reporting purposes. $12.7 million in letters of credit
under the subfacility was in place, and no funded participation under the
Additional Receivable Facility had been sold. After sale of funded participation
interests and amounts in place under the letter of credit subfacility, the base
amount available for cash sale under both facilities was approximately $21.1
million at December 31, 1999.

                                                                              19


<PAGE>   15



1999
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNTS, OR IN MILLIONS OF DOLLARS
WHERE INDICATED)

--------------------------------------------------------------------------------

Inventory Facility

In November 1999, the Company and a bank agreed to a new working capital
facility of up to $100.0 million secured by a first priority lien on the
Company's inventory (the "Inventory Facility"). Borrowings under the Inventory
Facility are based upon the levels and composition of the Company's inventory
and generally are available on a revolving basis through October 2004. At the
option of the Company, the Inventory Facility bears interest at a prime or LIBOR
rate. Based upon the amount outstanding, basis points ranging from 0.00% to
2.50% are added to the prime or LIBOR rate. The agreement establishing the
facility contains a number of restrictive financial and other covenants typical
of facilities of this kind and substantially similar to those in the Company's
current senior note indentures. As of December 31, 1999, no amounts were
outstanding under the Inventory Facility, and $93.7 million was available for
borrowing.

Leases

The Company uses certain lease arrangements to supplement its financing
activities.

   Rental expense under operating leases was $7.8 million, $8.0 million and $6.4
million for the years ended December 31, 1999, 1998, and 1997, respectively. The
minimum future lease payments under noncancelable operating leases are $7.5
million, $7.2 million, $6.2 million, $4.9 million and $3.9 million for the years
ending 2000 through 2004, respectively, and $1.0 million thereafter.

NOTE 7
EMPLOYEE RETIREMENT BENEFITS

In February 1998, the FASB issued SFAS No. 132, "Employers' Disclosure about
Pensions and Other Postretirement Benefits." SFAS No. 132 establishes amended
standards for pension and other postretirement benefits disclosures. The
standard disclosures established in SFAS No. 132 are included herein.

Pensions

The Company has a noncontributory defined benefit pension plan which covers
substantially all employees (the "Pension Plan"). The Pension Plan provides
benefits that are based generally upon years of service and compensation during
the final years of employment.

   The Company's funding policy is influenced by its general cash requirements
but, at a minimum, complies with the funding requirements of federal laws and
regulations. There were no employer contributions to the Pension Plan during
1999. During the years ended December 31, 1998 and 1997, the Company contributed
$43.0 million and $41.1 million, respectively, to the Pension Plan. The Pension
Plan's assets are held in trust, the investments of which consist primarily of
common stocks, fixed income securities and short term investments.

Benefits Other Than Pensions

The Company provides healthcare and life insurance benefits to substantially all
of the Company's retirees and their dependents. The healthcare plans contain
cost-sharing features including co-payments, deductibles and lifetime maximums.
The life insurance benefits provided to retirees are generally based upon annual
base pay at retirement for salaried employees and specific amounts for
represented employees.


20       WEIRTON STEEL CORPORATION ANNUAL REPORT


<PAGE>   16




                                                                    WEIRTON
                                                               STEEL CORPORATION

--------------------------------------------------------------------------------

   The funded status and amounts recognized in the Company's consolidated
financial statements related to employee retirement benefits are set forth in
the following table (in thousands):



<TABLE>
<CAPTION>
                                                                      PENSION BENEFITS                      OTHER BENEFITS
                                                               ------------------------------      ------------------------------
                                                               DECEMBER 31,      DECEMBER 31,      DECEMBER 31,      DECEMBER 31,
                                                                       1999              1998              1999              1998

<S>                                                            <C>               <C>               <C>               <C>
Change in benefit obligation:
   Benefit obligation at beginning of year                        $ 772,167         $ 754,445         $ 336,857         $ 338,050
   Service cost                                                      15,894            15,704             5,696             5,462
   Interest cost                                                     49,926            48,902            21,245            24,136
   Plan amendments                                                       --                --                --           (33,189)
   Actuarial (gain) loss                                            (85,363)           (4,593)          (31,796)           24,702
   Special termination benefits                                          --             2,079                --                --
   Benefits paid                                                    (53,505)          (44,370)          (23,201)          (22,304)
                                                                  ---------         ---------         ---------         ---------
   Benefit obligation at end of year                              $ 699,119         $ 772,167         $ 308,801         $ 336,857
                                                                  =========         =========         =========         =========

Change in plan assets:
   Fair value of plan assets at beginning of year                 $ 687,537         $ 588,303         $      --         $      --
   Actual return on plan assets                                     153,082           100,644                --                --
   Employer contributions                                                --            42,960            23,201            22,304
   Benefits paid                                                    (53,505)          (44,370)          (23,201)          (22,304)
                                                                  ---------         ---------         ---------         ---------
   Fair value of plan assets at end of year                       $ 787,114         $ 687,537         $      --         $      --
                                                                  =========         =========         =========         =========

Reconciliation of funded status:
   Accumulated benefit obligation                                 $ 635,029         $ 684,938
   Effect of projected compensation increases                        64,090            87,229
                                                                  ---------         ---------
   Actuarial present value of projected benefit obligation          699,119           772,167         $ 308,801         $ 336,857
   Plan assets at fair value                                        787,114           687,537                --                --
                                                                  ---------         ---------         ---------         ---------
   Projected benefit obligation greater than (less than)
      plan assets                                                   (87,995)           84,630           308,801           336,857
   Items not yet recognized:
      Prior service cost                                            (70,777)          (79,866)           42,092            52,609
      Actuarial gains (losses)                                      273,639           108,106             1,773           (30,023)
      Remaining net obligation at transition                        (23,572)          (30,962)               --                --
                                                                  ---------         ---------         ---------         ---------
   Accrued benefit obligation                                     $  91,295         $  81,908         $ 352,666         $ 359,443
                                                                  =========         =========         =========         =========
</TABLE>



<TABLE>
<CAPTION>
                                                         PENSION BENEFITS                             OTHER BENEFITS
                                           ------------------------------------------   -------------------------------------------
                                           DECEMBER 31,   DECEMBER 31,   DECEMBER 31,   DECEMBER 31,   DECEMBER 31,   DECEMBER, 31,
                                                   1999           1998           1997           1999           1998            1997

<S>                                        <C>            <C>            <C>            <C>            <C>             <C>
Components of net periodic benefit cost:
   Service cost                                $ 15,894       $ 15,704       $ 18,629       $  5,696       $  5,462        $  6,852
   Interest cost                                 49,926         48,902         53,935         21,245         24,136          25,917
   Expected return on plan assets               (69,810)       (54,471)       (47,591)            --             --              --
   Amortization of transition amount              7,390          7,390          7,390             --             --              --
   Amortization of prior service cost             9,089          9,089          9,085        (10,517)        (4,325)         (4,325)
   Recognized net actuarial (gain) loss          (3,102)        (1,367)            --             --             --              --
                                               --------       --------       --------       --------       --------        --------
   Net periodic benefit cost                   $  9,387       $ 25,247       $ 41,448       $ 16,424       $ 25,273        $ 28,444
                                               ========       ========       ========       ========       ========        ========

Weighted-average assumptions
   as of end of year:
   Discount rate                                   8.00%          6.75%          7.00%          8.00%          6.75%           7.00%
   Expected return on plan assets                 10.50%          9.25%          9.25%            --             --              --
   Assumed increase in compensation
      levels                                      2% for         2% for         2% for         2% for         2% for          2% for
                                                  1 year        2 years        3 years         1 year        2 years         3 years
                                                  and 3%         and 3%         and 3%         and 3%         and 3%          and 3%
                                              thereafter     thereafter     thereafter     thereafter     thereafter      thereafter
</TABLE>


                                                                              21


<PAGE>   17
1999
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNTS, OR IN MILLIONS OF DOLLARS
WHERE INDICATED)

--------------------------------------------------------------------------------

   The medical cost and administrative expense rates used to project anticipated
cash flows and measure the Company's postretirement benefit obligation as of
December 31, 1999, 1998 and 1997 are as follows:



<TABLE>
<CAPTION>
                                                          FOR RETIREES WHO HAVE                     FOR RETIREES WHO ARE
                                                          NOT YET REACHED AGE 65                      AGE 65 AND OLDER
                                                     --------------------------------          -------------------------------
                                                     1999          1998          1997          1999          1998         1997

<S>                                                  <C>           <C>           <C>           <C>           <C>           <C>
Base medical cost trend:
   Rate in first year                                6.50%         7.25%         8.00%         5.75%         6.50%         7.25%
   Ultimate rate                                     5.00%         4.00%         4.25%         5.00%         4.00%         4.25%
   Year in which ultimate rate is reached            2003          2003          2003          2003          2003          2003
Major medical cost trend:
   Rate in first year                                7.50%         8.50%         9.50%           --            --            --
   Ultimate rate                                     5.00%         4.00%         4.25%           --            --            --
   Year in which ultimate rate is reached            2003          2003          2003            --            --            --
Administrative expense trend                         5.00%         4.00%         4.25%         5.00%         4.00%         4.25%
</TABLE>


   A one-percentage-point change in the assumed health care cost trend rates
would have the following effects:


<TABLE>
<CAPTION>
                                                        ONE PERCENTAGE POINT INCREASE     ONE PERCENTAGE POINT DECREASE

<S>                                                     <C>                               <C>
Effect on total of service and interest cost components for 1999              $ 1,557                          $ (1,735)
Effect on 1999 accumulated postretirement benefit obligation                  $13,591                          $(14,420)
</TABLE>


   During 1998, the Company amended its retiree healthcare plans to provide
eligible retirees an option to elect coverage under a Medicare Plus Choice
Program (the "Program"). For participants in the Program, medicare, major
medical coverage and the Company's medical benefits coverage are replaced by a
single insurance plan. Rather than funding coverage under the current
supplemental plan, the Company pays a portion of the Program premiums totaling
$60 per participant per month. The amendment resulted in a $33.2 million
decrease in the Company's accumulated postretirement benefit obligation for
1998.

Other

As a condition of the purchase of the Company's assets from NSC, NSC agreed to
retain liability for pension service and the cost of life and health insurance
for employees of the Company's predecessor business who retired through May 1,
1983. NSC also retained the liability for pension service through May 1, 1983
for employees of the predecessor business who subsequently became active
employees of the Company.

--------------------------------------------------------------------------------
NOTE 8
POSTEMPLOYMENT BENEFITS

The components comprising the Company's obligations for postemployment benefits
are (i) workers' compensation; (ii) severance programs which include medical
coverage continuation; and (iii) sickness and accident protection, which
includes medical and life insurance benefits.

   Actuarial assumptions and demographic data, as applicable, that were used to
measure the postemployment benefit obligation as of December 31, 1999 and 1998,
were consistent with those used to measure pension and other postretirement
benefit obligations for each respective year. As of December 31, 1999 and 1998,
the Company had accrued $27.4 million and $27.6 million, respectively, for
postemployment benefit obligations.

--------------------------------------------------------------------------------
NOTE 9
RESTRUCTURING CHARGES

In 1998, the Company recognized a $2.9 million restructuring charge stemming
from a special voluntary retirement window offered to certain supervisory and
managerial employees. The charge related to early retirement benefits.

22       WEIRTON STEEL CORPORATION ANNUAL REPORT
<PAGE>   18

                                                                    WEIRTON
                                                               STEEL CORPORATION

--------------------------------------------------------------------------------

   In 1997, the Company recognized a $17.0 million restructuring charge stemming
from a voluntary retirement window offered to its represented employees as a
result of a collective bargaining agreement. Approximately $10.4 million of the
restructuring charge related to pension benefits with the remainder resulting
from other separation benefits for employees retiring during the retirement
window.

   The 1998 restructuring charge consisted of a $2.1 million charge to the
Company's accrued pension cost and a $0.8 million charge to other long term
liabilities. In 1999, the Company paid $0.2 million related to the other long
term liability component of the 1998 restructuring charge, leaving a remaining
liability associated with the other long term portion of the charge of $0.6
million. The Company made no pension contributions in 1999. The liability
associated with the accrued pension portion of the 1998 restructuring charge was
included in the Company's total accrued pension cost as of December 31, 1999.

--------------------------------------------------------------------------------
NOTE 10
INCOME TAXES

Deferred income tax assets and liabilities are recognized reflecting the future
tax consequences of net operating loss and tax credit carryforwards and
differences between the tax basis and the financial reporting basis of assets
and liabilities. The components of the Company's deferred income tax assets and
liabilities were as follows:

DECEMBER 31,                                    1999              1998

Deferred tax assets:
   Net operating loss and tax credit
      carryforwards                          $  89,240         $ 103,625
   Deductible temporary differences:
      Allowance for doubtful accounts            2,973             2,407
      Inventories                               17,691            17,262
      Pensions                                  35,605            31,909
      Workers' compensation                     10,673            10,050
      Postretirement benefits other
         than pensions                         138,544           140,923
      Other deductible temporary
         differences                            16,822            16,978
   Valuation allowance                         (39,712)          (46,868)
                                             ---------         ---------
                                               271,836           276,286
Deferred tax liabilities:
   Accumulated depreciation                   (120,209)         (124,812)
                                             ---------         ---------
Net deferred tax asset                       $ 151,627         $ 151,474
                                             =========         =========

   As of December 31, 1999, the Company had available, for federal and state
income tax purposes, regular net operating loss carryforwards of approximately
$141.0 million expiring in 2007 through 2011; an alternative minimum tax credit
of approximately $25.8 million; and general business tax credits of
approximately $8.4 million expiring in 2000 to 2005.

   In 1999, 1998 and 1997, as a result of its deferred tax attributes, the
Company did not generate any liability for regular federal income tax purposes.
The Company recognized a liability for alternative minimum tax of $8.4 million,
$3.3 million and $2.2 million in 1999, 1998 and 1997, respectively.

   The Company has recognized that it is more likely than not that certain
future tax benefits will be realized as a result of current and future income.
Accordingly, the valuation allowance has been reduced in the current year to
reflect greater anticipated net deferred tax asset utilization.

   At December 31, 1999, the deferred tax asset related to postretirement
benefits other than pensions was $138.5 million. Based upon the length of the
period during which this deferred tax asset can be utilized and the Company's
expectations that under its current business strategy it will be able to
generate taxable income over the long term, the Company believes that it is more
likely than not that future taxable income will be sufficient to fully offset
these future deductions.

   The length of time associated with the carryforward period available to
utilize net operating losses and certain tax credits not associated with
postretirement benefits other than pension liabilities is more definite. A
significant portion of these net operating losses are attributable to the
realization of differences between the tax basis and financial reporting basis
of the Company's fixed assets. In the aggregate, such differences, including
depreciation, are expected to reverse within the allowable carryforward periods.
In addition, certain tax planning strategies that include, but are not limited
to, changes in methods of depreciation for tax purposes, adjustments to employee
benefit plan funding strategies and potential sale leaseback arrangements, could
be employed to avoid expiration of the attributes. Notwithstanding the Company's
belief that it will be able to utilize its deferred tax assets, the Company has
recorded a valuation allowance of $39.7 million against its deferred tax assets.

                                                                              23


<PAGE>   19
1999
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNTS, OR IN MILLIONS OF DOLLARS
WHERE INDICATED)

--------------------------------------------------------------------------------

   The elements of the Company's deferred income taxes associated with its
results for the years ended December 31, 1999, 1998 and 1997, respectively, are
as follows:

<TABLE>
<CAPTION>
                                                 1999            1998            1997

<S>                                            <C>             <C>             <C>
Current income tax provision (benefit):
   Federal                                     $ 8,381         $ 3,265         $(2,556)
Deferred income tax
  provision (benefit)                            7,002          (5,977)         (6,040)
Valuation allowance                             (7,156)          1,321           4,298
                                               -------         -------         -------
     Total income tax
      provision (benefit)                      $ 8,227         $(1,391)        $(4,298)
                                               =======         =======         =======
</TABLE>


   The total income tax provision (benefit) recognized by the Company for the
years ended December 31, 1999, 1998 and 1997, reconciled to that computed under
the federal statutory corporate rate as follows:

                                      1999             1998             1997

Tax provision (benefit) at
  federal statutory rate          $ 13,711         $ (2,631)        $ (7,714)
State income taxes,
  net of federal                     1,567             (301)            (882)
Other                                  105              220               --
Change in valuation
  allowance                         (7,156)           1,321            4,298
                                  --------         --------         --------
Income tax provision
  (benefit)                       $  8,227         $ (1,391)        $ (4,298)
                                  ========         ========         ========


--------------------------------------------------------------------------------
NOTE 11
REDEEMABLE STOCK

In June 1989, the Company sold 1.8 million shares of the Series A Preferred to
the 1989 ESOP which has since allocated those shares to participants. Each share
of Series A Preferred is convertible at any time into one share of common stock,
subject to adjustment, is entitled to 10 times the number of votes allotted to
the common stock into which it is convertible, and has a preference on
liquidation over common stock of $5 per share. The Series A Preferred has no
preference over common stock as to dividends. The Series A Preferred is not
intended to be readily tradable on an established market. As such, shares of
Series A Preferred distributed to 1989 ESOP participants following termination
of service are given a right, exercisable for limited periods prescribed by law,
to cause the Company to repurchase the shares at fair value. The Company also
has a right of first refusal upon proposed transfers of distributed shares of
Series A Preferred. In 1994, the 1989 ESOP was amended to provide for
recontribution to the plan of shares of Series A Preferred re-acquired by the
Company and their allocation among active employee participants on a per capita
basis. If not repurchased by the Company or reacquired by the 1989 ESOP, shares
of Series A Preferred automatically convert into common stock upon transfer by a
distributee.

--------------------------------------------------------------------------------
NOTE 12
STOCK PLANS

The Company has two stock option plans (the "1987 Stock Option Plan" and the
"1998 Stock Option Plan"), an employee stock purchase plan (the "1994 Employee
Stock Purchase Plan") and deferred and stock compensation plans for nonemployee
members of the board of directors (the "Directors' Deferred Compensation Plan"
and the "Directors' Stock Compensation Policy").

1987 and 1998 Stock Option Plans

The Company may grant options for up to 750,000 shares under the 1987 Stock
Option Plan as amended. Under the plan, the option exercise price equals the
stock's market price on the date of grant. Generally, the options granted under
the 1987 Stock Option Plan vest in one-third increments beginning on the date of
grant, with the remaining two-thirds becoming exercisable after the second and
third years. The options expire approximately 10 years from the date of grant.

   Under the 1998 Stock Option Plan, the Company may grant options for up to
3,250,000 shares. The option price and vesting requirements are determined by a
Stock Option Committee appointed by the board of directors. All options granted
and outstanding will vest on June 23, 2002. The options expire the following
day. The options are subject to accelerated vesting based on the attainment of
certain market prices for the Company's common stock. The stock prices range
from $3.88 to $8.00, and the price must be maintained for 30 consecutive trading
days for accelerated vesting to occur. The options that vest pursuant to the
accelerated provision will expire on June 24, 2002. As of December 31, 1999,
none of the options had vested.

24       WEIRTON STEEL CORPORATION ANNUAL REPORT
<PAGE>   20



                                                                    WEIRTON
                                                               STEEL CORPORATION

--------------------------------------------------------------------------------

   The following is a summary of stock option activity under the 1987 and 1998
Stock Option Plans:

<TABLE>
<CAPTION>
                                      1987 STOCK OPTION PLAN             1998 STOCK OPTION PLAN
                                  -----------------------------      ------------------------------
                                               WEIGHTED AVERAGE                    WEIGHTED AVERAGE
                                    SHARES       EXERCISE PRICE         SHARES       EXERCISE PRICE

<S>                               <C>          <C>                   <C>           <C>
Balance Dec. 31, 1996              750,000             $   7.84             --                $  --
   Granted                              --                   --             --                   --
   Exercised                            --                   --             --                   --
   Repurchased/Forfeited          (168,334)                8.30             --                   --
                                  --------                           ---------

Balance Dec. 31, 1997              581,666                 7.71             --                   --
   Granted                         173,000                 3.13      2,875,000                 3.88
   Exercised                            --                   --             --                   --
   Repurchased/Forfeited          (169,666)                8.53             --                   --
                                  --------                           ---------

Balance Dec. 31, 1998              585,000                 6.12      2,875,000                 3.88
   Granted                         178,750                 1.75         99,750                 3.88
   Exercised                        (1,834)                2.50             --                   --
   Repurchased/Forfeited           (62,500)                7.32       (201,250)                3.88
                                  --------                           ---------
Balance Dec. 31, 1999              699,416             $   4.91      2,773,500             $   3.88
</TABLE>

   The following table represents additional information with regard to the 1987
Stock Option Plan at December 31, 1999:


<TABLE>
<CAPTION>
                                            OUTSTANDING                                          EXERCISABLE
                    -------------------------------------------------------            ------------------------------
                                             WEIGHTED      WEIGHTED AVERAGE                                  WEIGHTED
RANGE OF            NUMBER OF                 AVERAGE             REMAINING            NUMBER OF              AVERAGE
EXERCISE PRICES        SHARES          EXERCISE PRICE      CONTRACTUAL LIFE               SHARES       EXERCISE PRICE


<S>                 <C>                <C>                 <C>                         <C>             <C>
$1.75-4.375           435,416                   $2.60            8.14 years              265,383                $2.87
$8.69-8.89            264,000                   $8.70            4.89 years              264,000                $8.70
</TABLE>


   The fair value of each stock option grant is estimated on the date of the
grant using the Black-Scholes option-pricing model with the following weighted
average assumptions for grants in 1999 and 1998. There were no option grants in
1997.

                                          1999          1998

1987 Stock Option Plan:
   Fair value of option granted          $1.08         $1.90
   Average risk free interest rate        5.35%         5.53%
   Expected dividend yield                   0%            0%
   Expected life of options               7 years       7 years
   Expected volatility rate               0.55          0.53

1998 Stock Option Plan:
   Fair value of option granted          $1.91         $0.70
     Average risk free interest rate      6.25%         6.30%
   Expected dividend yield                   0%            0%
   Expected life of options               2.5 years     5 years
   Expected volatility rate               0.76          0.39


1994 Employee Stock Purchase Plan

In October 1994, the Company registered 5.0 million shares of its common stock
to be offered over a five-year period beginning January 1, 1995, to eligible
employees under its 1994 Employee Stock Purchase Plan. The 1994 Employee Stock
Purchase Plan provided for participants to purchase the Company's common stock
at 85% of the lesser of the stock's closing price at the beginning or the end of
each year. As of December 31, 1999, 167,475 shares valued at approximately $0.2
million were issuable in accordance with the 1994 Employee Stock Purchase Plan.


                                                                              25


<PAGE>   21
1999
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNTS, OR IN MILLIONS OF DOLLARS
WHERE INDICATED)

--------------------------------------------------------------------------------

Directors' Deferred Compensation Plan

During 1991, the Company adopted a deferred compensation plan (the "Directors'
Deferred Compensation Plan") to permit nonemployee members of the board of
directors to receive shares of common stock in lieu of cash payments for total
compensation or a portion thereof for services provided in their capacity as a
member of the board of directors. The Company reserved 445,000 shares for
issuance under the Directors' Deferred Compensation Plan. Shares to directors
are issued to a non-qualified trust until such time as the shares are
distributed to the directors. The cost of the shares held in the trust are
accounted for as a reduction to equity. The liability to compensate the
directors is retained until such time as the shares are issued from the trust.
The Directors' Deferred Compensation Plan provides for the stock portion of the
directors' compensation to be valued at 90% of the lesser of the stock's average
trading price at the beginning and the end of each year. As of December 31,
1999, 127,919 shares valued at $0.2 million were issuable to the directors who
selected deferred compensation for 1999, and a total of 210,591 shares with a
cost of $0.7 million were held by the trust for future distribution.

Directors' Stock Compensation Policy

Under a stock compensation policy initiated in 1998, the Company's non-employee
directors received a portion of their annual retainers payable in shares of the
Company's common stock. As of December 31, 1999, 8,719 shares were issuable to
non-employee directors. The directors may elect to defer all or a portion of the
shares to the trust under the Directors' Deferred Compensation Plan.

NOTE 13
STOCK BASED COMPENSATION

The Company accounts for its stock plans under Accounting Principles Board
Opinion No. 25, "Accounting for Stock Issued to Employees," under which
compensation costs, if applicable, have been determined. Had compensation costs
for these plans been determined consistent with Statement of Financial
Accounting Standards No. 123, "Accounting for Stock Based Compensation," (SFAS
No. 123), net income (loss) and earnings per share would have been reduced to
the following:

<TABLE>
<CAPTION>
                                              1999             1998               1997
<S>                                     <C>               <C>               <C>
Net income (loss):
   As reported                          $   30,947        $  (6,127)        $  (17,742)
   Pro forma                                30,549           (6,598)           (18,041)

Basic income (loss) per share:
   As reported                          $     0.74        $   (0.15)        $    (0.42)
   Pro forma                                  0.73            (0.16)             (0.42)

Diluted income (loss) per share:
   As reported                          $     0.71        $   (0.15)        $    (0.42)
   Pro forma                                  0.71            (0.16)             (0.42)
</TABLE>


   Because the SFAS 123 method of accounting has not been applied to options
granted prior to January 1, 1995, the resulting pro forma compensation costs may
not be representative of that expected in future years.

--------------------------------------------------------------------------------
NOTE 14
ESOP FINANCING

The purchase by the 1989 ESOP of the Series A Preferred was financed through the
issuance of a $26.1 million promissory note to the Company payable ratably over
a 10 year period. The Company's contribution to the 1989 ESOP for the principal
and interest components of debt service was immediately returned. As such, the
respective interest income and expense on the ESOP notes were entirely offset
within the Company's net financing costs. As of December 31, 1999, 1,622,033
shares of Series A Preferred were allocated to participants of the 1989 ESOP.


26       WEIRTON STEEL CORPORATION ANNUAL REPORT


<PAGE>   22
                                                                    WEIRTON
                                                               STEEL CORPORATION

--------------------------------------------------------------------------------

NOTE 15
PURCHASES OF COMMON STOCK FOR TREASURY

During April 1998, the Company announced that it had been authorized by the
board of directors to repurchase up to 10%, or approximately 4.2 million shares,
of its outstanding common stock (the "Board Resolution"). During 1998, the
Company paid $6.3 million to repurchase approximately 1.8 million shares of its
outstanding common stock at prices ranging from $1.75 to $4.50 per share. There
were no repurchases of outstanding common stock during 1999 pursuant to the
Board Resolution. Repurchased shares of common stock are held in the Company's
treasury.

NOTE 16
EARNINGS PER SHARE

In February 1997, the Financial Accounting Standards Board issued Statement on
Financial Accounting Standards No. 128, "Earnings Per Share" ("SFAS No. 128").
SFAS No. 128 differs from prior accounting guidance in that earnings per share
is classified as basic earnings per share and diluted earnings per share,
compared to primary earnings per share and fully diluted earnings per share
under current standards. Basic earnings per share differs from primary earnings
per share in that it includes only the weighted average common shares
outstanding and does not include any dilutive common stock equivalents in the
calculation. Diluted earnings per share under the new standard differs in
certain calculations compared to fully diluted earnings per share under the
existing standards. For the years ended December 31, 1998 and 1997, basic and
diluted earnings per share were the same; however, securities totaling 1,725,548
shares and 1,760,090 shares, respectively, were excluded from the diluted
earnings per share calculation due to their anti-dilutive effect. The following
represents a reconciliation between basic earnings per share and diluted
earnings per share for the year ended December 31, 1999.

<TABLE>
<CAPTION>
FOR THE YEAR ENDED                                                          INCOME
DECEMBER 31, 1999                         INCOME            SHARES       PER SHARE

<S>                                   <C>               <C>               <C>
Basic earnings per share:
      Net income                      $   30,947        41,600,077        $   0.74
Effect of dilutive securities:
   Series A Preferred                         --         1,669,869              --
   Stock options                              --            28,736              --
                                      ----------        ----------        --------
Diluted earnings per share:
   Net income                         $   30,947        43,298,682        $   0.71
                                      ==========        ==========        ========
</TABLE>

NOTE 17
ENVIRONMENTAL COMPLIANCE, LEGAL PROCEEDINGS AND COMMITMENTS AND CONTINGENCIES

Environmental Compliance

The Company, as well as its domestic competitors, is subject to stringent
federal, state and local environmental laws and regulations concerning, among
other things, waste water discharges, air emissions and waste disposal. The
Company spent approximately $0.8 million for pollution control capital projects
in 1999.

   The Company continued its environmental remediation and regulatory compliance
activities required under its 1996 consent decree with federal and state
environmental authorities that had settled certain water discharge, air
emissions and waste handling enforcement issues. Under the consent decree, the
Company committed to undertake environmental upgrade and modification projects
totaling approximately $19.8 million, of which $15.3 million had been spent
through December 31, 1999.

   As part of a related corrective action order, the Company also continued its
investigative activities and interim corrective measures aimed at determining
the nature and extent of hazardous substances which might be located on its
property. These activities are being accomplished on an area by area basis and
generally are at an early stage. Because the Company does not know the nature
and extent of hazardous substances which may be located on its properties, it is
not possible at this time to estimate the ultimate cost to comply with the
corrective action order.

   At December 31, 1999, the Company had accrued approximately $9.0 million
related to the consent decree, the corrective action order, and other
environmental liabilities.

   The Company believes that NSC is obligated to reimburse the Company for a
portion of the costs that have been and may be incurred by the Company to comply
with the corrective action order. Pursuant to the agreement whereby the Company
purchased the former Weirton Steel Division of NSC in 1984, NSC retained
liability for cleanup costs related to solid or hazardous waste facilities,
areas or equipment as long as such were not used by the Company in its
operations subsequent to the acquisition. As potentially reimbursable costs are
incurred, the Company has been and may continue to be reimbursed by NSC. In
1999, the Company received $2.2 million from NSC for remediation costs that were
subject to the indemnification.

                                                                              27
<PAGE>   23
1999
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNTS, OR IN MILLIONS OF DOLLARS
WHERE INDICATED)

--------------------------------------------------------------------------------

Legal Proceedings

The Company, in the ordinary course of business, is the subject of, or party to,
various pending or threatened legal actions. The Company believes that any
ultimate liability resulting from these actions will not have a material adverse
effect on its financial position or results of operations. On a quarterly and
annual basis, management establishes or adjusts financial provisions and
reserves for contingencies in accordance with SFAS No.
5, "Accounting for Contingencies."

Commitments and Contingencies

In October 1991, the Company entered into a supply agreement with a subsidiary
of Cleveland-Cliffs Inc. to provide the majority of its iron ore pellet
requirements beginning in 1992 and extending through 2006.

   The Company has a 15-year agreement expiring in 2011 to purchase 100% of its
oxygen and nitrogen requirements from an independent party. The contract
specifies that the Company will pay a base monthly charge that is adjusted
annually based upon a percentage of the change in the producers price index for
industrial commodities.

   In 1996, the Company entered into an agreement commencing on January 1, 1997
through December 31, 2001, with USX Corporation to purchase blast furnace coke.
The agreement provides for the purchase of the greater of 850,000 tons of blast
furnace coke annually, or 80% of the actual annual requirement of the Company.
Such quantities are subject to adjustment based upon changes in the Company's
operating levels. The price is to be the prevailing market price (subject to a
ceiling and floor) for blast furnace coke.

   The Company has guaranteed certain debt repayment obligations of GalvPro. The
Company has a partner loan facility with MetalSite whereby the Company funded a
significant portion of MetalSite's operations in 1999. The Company expects to
continue to fund a portion of MetalSite's operations in 2000. The Company's
ownership percentage in MetalSite may be decreased by interests granted in
accordance with MetalSite's Management Ownership Plan (see Note 20 "Subsidiaries
and Joint Ventures") and by options which may be exercised by Internet Capital
Group, Inc. (see Note 21 "Sale of MetalSite Investment").

NOTE 18
OPERATING SEGMENT INFORMATION

In June of 1997, the FASB issued SFAS No. 131 "Disclosures About Segments of an
Enterprise and Related Information." SFAS No. 131 establishes standards for the
way public companies report information about operating segments and it
establishes standards for related disclosures about products, services,
geographic areas and major customers.

   The Company operates a single segment, the making and finishing of carbon
steel products including sheet and tin mill products.

--------------------------------------------------------------------------------
NOTE 19
DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS AND SIGNIFICANT GROUP
CONCENTRATIONS OF CREDIT RISK

The following methods and assumptions were used to estimate the fair value of
each class of financial instruments for which it is practicable to estimate that
value:

Cash and Equivalents

The carrying amount approximates fair value because of the short maturity of
those investments.

Redeemable Preferred Stock

The fair value of the Series A Preferred stock was determined based upon an
independent appraisal performed as of December 31, 1999 and 1998.

Long Term Debt Obligations

The fair values of the Company's long term debt obligations are estimated based
upon quoted market prices.

   The estimated fair values of the Company's financial instruments are as
follows as of December 31, 1999 and 1998, respectively:

<TABLE>
<CAPTION>
                                       1999                           1998
                            ------------------------        ------------------------
                            CARRYING            FAIR        CARRYING            FAIR
                              AMOUNT           VALUE          AMOUNT           VALUE

<S>                         <C>             <C>             <C>             <C>
Cash and equivalents        $209,270        $209,270        $ 68,389        $ 68,389
Redeemable
   Preferred stock            22,990          10,819          23,543           2,651
Long term debt
   obligations               304,768         302,957         304,626         277,925
</TABLE>

28       WEIRTON STEEL CORPORATION ANNUAL REPORT
<PAGE>   24
                                                                    WEIRTON
                                                               STEEL CORPORATION

--------------------------------------------------------------------------------

Significant Group Concentrations of Credit Risk

One customer accounted for 11%, 12% and 11% of net sales in 1999, 1998 and 1997,
respectively. One customer accounted for 10% of trade receivables as of December
31, 1999.

   As of December 31, 1998, the Company had trade receivables outstanding of
$12.8 million from customers who had been acquired in leveraged transactions.
These amounts were immaterial as of December 31, 1999.

--------------------------------------------------------------------------------
NOTE 20
SUBSIDIARIES AND JOINT VENTURES

The Company currently has investments in four joint ventures which the Company
accounts for using the equity method of accounting at December 31, 1999:

MetalSite

MetalSite General Partner, LLC and MetalSite L.P. (collectively "MetalSite")
were formed in the fourth quarter of 1998 as partnership ventures. MetalSite
offers a secure Web-based marketplace for the online purchase of metal products
from various suppliers and provides the latest industry news and information. At
December 31, 1999, the partnership included the Company, Internet Capital Group,
Inc., LTV Corporation, Steel Dynamics Inc., Bethlehem Steel Corporation and
Ryerson Tull, Inc. (the "Partnership").

   Summarized consolidated financial information for MetalSite General Partner,
LLC follows:

                                   1999            1998
Income data(1)
   Revenues                     $ 1,575          $    1
   Operating loss                (7,674)           (120)
   Net loss                      (5,889)            (73)
Balance sheet data
   Current assets                   921           1,132
   Noncurrent assets              1,096           1,616
   Current liabilities            2,500             944
   Noncurrent liabilities       $ 5,415          $1,827

(1) Income data is presented for the year ended December 31, 1999 and for the
    period from MetalSite's inception (November 15, 1998) through December 31,
    1998.

   Prior to the formation of the Partnership on November 15, 1998, for the
period from January 1, 1998 through November 15, 1998, and for the year ended
December 31, 1997, the Company incurred research and development expenditures
related to the creation of the infrastructure of MetalSite of $3.0 million and
$1.0 million, respectively.

   On December 29, 1999, the Company sold a portion of its investment to
Internet Capital Group, Inc. (See Note 21 "Sale of MetalSite Investment.") As of
December 31, 1999, the Company owned approximately 24% of MetalSite and the net
carrying amount of the Company's investment in MetalSite was $(0.1) million.

WeBCo

WeBCo International LLC("WeBCo) was formed in 1997 with the Balli Group, plc.
The primary function of WeBCo is to market and sell the Company's products
globally. As of December 31, 1999, the Company owned 50% of WeBCo, and the
carrying amount of the Company's investment in WeBCo was $1.7 million.

   WeBCo has receivables due from major foreign customers denominated in Pound
Sterling and the German Deutsche Mark. WeBCo utilizes forward contracts to
mitigate the risk associated with fluctuations in foreign currency exchange
rates that would affect the amounts ultimately collectible from these
receivables. These contracts mature on or before January 31, 2000. WeBCo's net
realized gain resulting from the forward contracts as of December 31, 1999 was
$1.1 million. The Company recognizes its percentage of unrealized and realized
gains and losses related to these contracts based on the equity method of
accounting.

GalvPro

GalvPro LP ("GalvPro" formerly "Galvstar LP") was formed in 1997 with affiliates
of Dutch steelmaker Koninklijke Hoogovens (now a unit of Corus Group plc) for
the purpose of constructing and operating a 300,000 ton hot-dipped galvanizing
line. Construction of GalvPro's Indiana facility continued through 1999, with
initial production commencing in the fourth quarter. No investments in GalvPro
were made in 1999. During 1998, the Company invested $6.9 million in GalvPro. As
of December 31, 1999, the Company owned 45% of GalvPro, and the carrying amount
of the Company's investment in GalvPro was $4.4 million.

   Construction of GalvPro's facility was being financed primarily through a ten
year loan of up to $49.0 million secured by GalvPro's assets. In connection with
the initial funding of the loan, the Company, jointly and severally with
affiliates of Corus, agreed to prepay a total of up to $6.0 million of the loan
if GalvPro's facility failed to attain certain defined efficiency standards
within an allowed period of time after operations commenced. The Company

                                                                              29
<PAGE>   25
1999
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNTS, OR IN MILLIONS OF DOLLARS
WHERE INDICATED)

--------------------------------------------------------------------------------

and Corus affiliates have each secured their respective obligation to the other
by pledging their interest in GalvPro. GalvPro successfully commenced operations
in October 1999, and the Company's management believes that the likelihood that
GalvPro will fail to meet the minimum operating performance level is remote.
Notwithstanding management's belief, GalvPro, together with the project lender
is loss payee under a policy of efficacy insurance carried by the project's
general contractor providing up to $4.0 million if GalvPro fails to attain the
defined production standards in a timely manner.

W&A

W&A Manufacturing LLC ("W&A") was formed in 1998 with ATAS International for the
purpose of manufacturing steel roofing products. No investments in W&A were made
in 1999. During 1998, the Company invested $0.9 million in W&A. As of December
31, 1999, the Company owned 50% of W&A, and the carrying amount of the Company's
investment in W&A was $0.7 million.

Related Party Transactions

The Company's purchases from unconsolidated subsidiaries totaled $62.6 million
and $27.7 million in 1999 and 1998, respectively. The Company's sales of steel
to unconsolidated subsidiaries totaled $36.0 million and $6.0 million in 1999
and 1998, respectively. These transactions arose in the ordinary course of
business and were transacted at arms-length. The Company had no purchases from
or sales to unconsolidated subsidiaries in 1997. Pursuant to certain service
agreements, the Company provides services to unconsolidated subsidiaries. The
Company billed the unconsolidated subsidiary for the service at amounts
approximating the cost to provide the service. Such amounts totaled $0.4 million
in 1999, $0.4 million in 1998 and $0.1 million in 1997. At December 31, 1999 and
1998, the Company had outstanding receivables from unconsolidated subsidiaries
of $15.9 million and $1.7 million, respectively. At December 31, 1999, the
Company had a $5.0 million note receivable and loan facility with MetalSite. A
portion of this amount relates to loans to MetalSite in 1998 for $1.8 million at
an 8% fixed interest rate. The remaining $3.2 million represents amounts
borrowed by MetalSite in 1999 under its partner loan facility at the PNC Bank
prime interest rate plus 1%. The Company's equity in MetalSite's losses has been
netted against the note receivable and loan facility. There were no dividends or
partnership distributions received from equity affiliates in 1999, 1998, or
1997.

NOTE 21
SALE OF METALSITE INVESTMENT

Prior to December 29, 1999, the Company had a majority interest in MetalSite. On
December 29, 1999, the Company sold a portion of its investment in MetalSite to
Internet Capital Group, Inc. ("ICG") resulting in a net pretax gain of $170.1
million. MetalSite's results of operations are consolidated with the Company's
results through December 29, 1999, and are reported under the equity method
thereafter.

   Pursuant to the purchase agreement, ICG has been granted options to purchase
an additional interest in MetalSite upon the occurrence of certain events,
including completion of an underwritten public offering of equity securities by
MetalSite (a"MetalSite Public Offering"). After a MetalSite Public Offering, ICG
will have a 30 day option exercise period commencing 30 days after any period of
time during which the Company, pursuant to a "lock-up" agreement, is restricted
from disposing of equity securities of MetalSite. ICG's option would enable them
to purchase an additional 10% equity interest (determined on a pre-offering
basis) in MetalSite at an average market price based upon the trading prices of
MetalSite's equity securities during a ten-day period prior to notice of
exercise of such option. Pursuant to this option, MetalSite, at its discretion,
can sell shares equivalent to such 10% interest to ICG. If MetalSite decides not
to or fails to sell shares equivalent to such additional 10% interest to ICG,
then the Company is obligated to sell the portion of its equity securities of
MetalSite to ICG that would be equivalent to a 10% interest in MetalSite.

   ICG has also been granted options to purchase any or all of the Company's
remaining interest in MetalSite in the event of a change in control of the
Company as defined in the purchase agreement. In the event of a change in
control of the Company prior to the completion of a MetalSite Public Offering,
ICG will have the option to purchase any or all of the Company's remaining
interest in MetalSite at a mutually agreed fair market value price or, in the
absence of agreement, an independently appraised fair market value price. In the
event of a change in control of the Company after completion of a MetalSite
Public Offering, ICG will have the option to purchase any or all of the
Company's remaining interest in MetalSite at an average market price based upon
trading prices of MetalSite's equity securities during the ten-day period prior
to notice of exercise of such an option.

30       WEIRTON STEEL CORPORATION ANNUAL REPORT


<PAGE>   26


MANAGEMENT'S RESPONSIBILITY STATEMENT

--------------------------------------------------------------------------------

 The accompanying consolidated financial statements of the Company are the
responsibility of its management and have been prepared in conformity with
generally accepted accounting principles.

   The Company has a system of internal controls, including a Code of Ethics,
designed to provide reasonable assurance that assets are safeguarded, financial
statements are reliable and a high standard of business conduct is maintained.
Management monitors the system for compliance, and internal auditors
independently measure its effectiveness.

   The Company's independent public accountants, Arthur Andersen LLP, audit its
financial statements in accordance with generally accepted auditing standards.
The report of the independent public accountants is included in this report.

   The Board of Directors pursues its oversight role for the financial
statements through its Audit Committee. The Audit Committee continued its
practice of meeting regularly to review the financial affairs of the Company and
to interface with the internal audit staff and independent public accountants.
Both the independent public accountants and the internal auditors have full and
free access to the Audit Committee.

   Management believes that the existing system of internal controls, the
independent audit and the Audit Committee provide reasonable assurance that the
Company's financial accounting system adequately maintains accountability for
assets, assures the integrity of financial statements and maintains its
commitment to a high standard of business conduct.



/s/ Richard K. Riederer
-----------------------
Richard K. Riederer
Chief Executive Officer


/s/ Mark E. Kaplan
-----------------------
Mark E. Kaplan
Principal Accounting Officer




REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

--------------------------------------------------------------------------------

To the Board of Directors of  Weirton Steel Corporation:

We have audited the accompanying consolidated balance sheets of Weirton Steel
Corporation (a Delaware corporation) and subsidiaries as of December 31, 1999
and 1998, and the related consolidated statements of income, changes in
stockholders' equity and cash flows for each of the three years in the period
ended December 31, 1999. 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 in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

   In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Weirton Steel
Corporation and subsidiaries as of December 31, 1999 and 1998, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 1999, in conformity with accounting
principles generally accepted in the United States.

/s/ Arthur Andersen LLP
-----------------------
Arthur Andersen LLP

Pittsburgh, Pennsylvania
January 25, 2000


                                                                              31


<PAGE>   27




SELECTED FINANCIAL AND STATISTICAL DATA

--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                             DECEMBER 31
                                                ------------------------------------------------------------------
(DOLLARS IN MILLIONS, EXCEPT PER SHARE DATA)       1999           1998           1997          1996           1995

<S>                                             <C>            <C>            <C>           <C>            <C>
Net sales                                       $ 1,092        $ 1,255        $ 1,397       $ 1,383        $ 1,352
Operating costs                                   1,181          1,220          1,372         1,397          1,252
Depreciation                                         61             61             61            58             55
Asset impairment                                     23             --             --            --             --
Income taxes (benefit)                                8             (1)            (4)          (11)            13
Profit sharing                                       16             --             --            --           24.2
Contribution to ESOP                                  1              3              3             3              3
Gain on sale of investment                          170             --             --            --             --
Net income (loss)                                    31             (6)           (18)          (50)            48
Net income (loss) per diluted share                0.71          (0.15)         (0.42)        (1.18)          1.10
Total assets                                      1,188          1,196          1,283         1,301          1,314
Additions to property, plant and equipment           22             50             45            83             52
Long term debt obligations                          305            305            389           431            408
Redeemable preferred stock, net                      23             22             21            18             16
Working capital                                 $   290        $   196        $   294       $   291        $   340
Number of common shares
   outstanding at year end, (in thousands)       41,614         41,195         42,637        42,353         42,014
Number of preferred shares
   outstanding at year end, (in thousands)        1,652          1,657          1,727         1,748          1,729
Stockholders' equity                            $   154        $   122        $   133       $   149        $   199
Stockholders' equity per common share           $  3.70        $  2.95        $  3.12       $  3.52        $  4.73
</TABLE>





SELECTED QUARTERLY FINANCIAL DATA



<TABLE>
<CAPTION>
                                             QUARTERLY PERIODS IN 1999                         QUARTERLY PERIODS IN 1998
(DOLLARS IN MILLIONS,             --------------------------------------------      -----------------------------------------------
EXCEPT PER SHARE DATA)              4TH           3RD          2ND         1ST         4TH           3RD           2ND          1ST

<S>                               <C>           <C>         <C>         <C>         <C>           <C>           <C>          <C>
Net sales                         $ 280         $ 280       $  267      $  265      $  262        $  315        $  336       $  341
Gross profit                          9            17           25           3          18            33            45           42
Operating income (loss)             (62)(1)        (6)         0.1         (22)         (6)           10            16           14
Net income (loss)                    82 (2)       (14)          (9)        (28)        (13)           (1)            5            2
Basic earnings per share          $1.96        $(0.33)      $(0.22)     $(0.67)     $(0.32)       $(0.01)       $ 0.12       $ 0.05
Diluted earnings per share        $1.88        $(0.33)      $(0.22)     $(0.67)     $(0.32)       $(0.01)       $ 0.12       $ 0.05
</TABLE>

(1)      Includes an asset impairment charge of $22.5 million and a profit
         sharing provision of $15.5 million.

(2)      Includes gain on sale of investment of $170.1 million.



32       WEIRTON STEEL CORPORATION ANNUAL REPORT


<PAGE>   28


WEIRTON STEEL CORPORATION

--------------------------------------------------------------------------------

BOARD OF DIRECTORS
Richard R. Burt, Chairman(A, B, D)
Chairman
IEP Advisors, Inc.
Washington, DC

Michael Bozic(B, C, E)
Vice Chairman
Kmart Corporation
Troy, Michigan

Craig T. Costello(B)
Executive Vice President
Weirton Steel Corporation
Weirton, West Virginia
Retiring effective April 1, 2000

Earl E. Davis, Jr.(B, D)
Executive Vice President
Commercial
Weirton Steel Corporation
Weirton, West Virginia

Robert J. D'Anniballe, Jr.(A, D)
Managing Attorney
Marshall, Dennehey, Warner,
Coleman and Goggin
Weirton, West Virginia

George E. Doty, Jr.(B, D)
Managing Director
Bear, Stearns & Co. Inc.
New York, New York

Mark G. Glyptis(B, D, E)
President
Independent Steelworkers Union
Weirton, West Virginia

Ralph E. Reins(A, B)
Chairman and CEO
Qualitor, Inc.
Southfield, Michigan

Robert S. Reitman(B, C)
Principal
Riverbend Advisors
Gates Mills, Ohio

Richard K. Riederer(E)
Chief Executive Officer
Weirton Steel Corporation
Weirton, West Virginia

Richard F. Schubert(C, D)
Chairman Emeritus
International Youth Foundation
Washington, DC

Thomas R. Sturges(A, D)
Executive Vice President and
Chief Financial Officer
Hawkeye Communications, Inc.
New York, New York

Ronald C. Whitaker(B, C, E)
Former President and CEO
Johnson Worldwide Associates
Sturtevant, Wisconsin

D. Leonard Wise(A, B, C, D, E)
Former President and CEO
Carolina Steel Corp.
Greensboro, North Carolina


EXECUTIVE OFFICERS OF THE COMPANY
Richard K. Riederer
Chief Executive Officer

John H. Walker
President and Chief Operating Officer
Effective March 21, 2000

Craig T. Costello
Executive Vice President
Retiring effective April 1, 2000

Earl E. Davis, Jr.
Executive Vice President - Commercial

David L. Robertson
Executive Vice President
Human Resources and Corporate Law

Narendra M. Pathipati
Senior Vice President
Corporate Development and Strategy

Thomas W. Evans
Vice President
Materials Management

William R.Kiefer
Vice President - Law and Secretary

Frank G. Tluchowski
Vice President
Engineering and Technology

Mark E. Kaplan
Vice President - Information Technology
Controller

Richard W. Garan
Assistant Treasurer

A  Member of Audit Committee
B  Member of Finance and Strategic Planning Committee
C  Member of Management Development and Compensation Committee
D  Member of Corporate Responsibility Committee
E  Member of Nominating Committee


                                                                              33


<PAGE>   29


WEIRTON STEEL CORPORATION

--------------------------------------------------------------------------------

ENVIRONMENTAL MISSION STATEMENT

Protection of the environment, employees and the community is a basic commitment
in both the day-to-day operations and long-term planning of Weirton Steel
Corporation. The company is committed to devote the personnel and capital
resources necessary to achieve these objectives and is further committed to:

1. Continually review and, as appropriate, take steps to further enhance
environmental quality and to achieve and maintain compliance with relevant
federal, state and local environmental requirements;

2. Develop and/or evaluate waste prevention, waste minimization, reuse and
recycling efforts to conserve energy and natural resources;

3. Communicate this Environmental Mission Statement to Weirton Steel personnel;
and

4. Develop and revise, as necessary, objectives, targets and/or other indicators
to measure Weirton Steel's success in fulfilling these commitments.

STOCKHOLDER INFORMATION

Additional financial information including this Annual Report or reports filed
with the Securities and Exchange Commission, and the Company's news and earnings
releases can be obtained by accessing our Internet World Wide Web site at
http://www.weirton.com and clicking on Investor Relations. Requests can also be
submitted by writing to:

Investor Relations
Weirton Steel Corporation
400 Three Springs Drive
Weirton, West Virginia 26062-4989
Telephone (304) 797-2728.


NOTICE OF ANNUAL MEETING

A notice of the annual meeting and proxy statement and a proxy voting card as
well as a copy of the current Annual Report will be mailed to each stockholder
prior to the meeting.

ESOP INFORMATION

Inquiries about Employee Stock Ownership Plan accounts should be directed to the
Weirton Steel Corporation ESOP Administrator at the Executive Offices.

EXECUTIVE OFFICES

Weirton Steel Corporation
400 Three Springs Drive
Weirton, West Virginia 26062-4989
Telephone (304) 797-2000

STOCK TRANSFER AGENT AND REGISTRAR

The Company's transfer agent and registrar for its common stock is Harris Trust
and Savings Bank. Stockholders wishing to transfer their shares of the Company's
common stock to someone else or to change the name on a stock certificate should
contact the Shareholder Communications Department, Harris Trust and Savings
Bank, P.O. Box 1878, Chicago, Illinois 60690-9312, Telephone (800) 942-5908 for
assistance.

INDEPENDENT PUBLIC ACCOUNTANTS

Arthur Andersen LLP
2100 One PPG Place
Pittsburgh, Pennsylvania 15222

Design: BD&E Pittsburgh, Pennsylvania

34       WEIRTON STEEL CORPORATION ANNUAL REPORT