<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                   FORM 10-K


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

                  For the fiscal year ended December 31, 1996
                          Commission File No. 1-10244


                           WEIRTON STEEL CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


               Delaware                                  06-1075442
    -------------------------------        ------------------------------------
    (State or other jurisdiction of        (I.R.S. Employer Identification No.)
     incorporation or organization)

400 Three Springs Drive, Weirton, West Virginia                        26062
-------------------------------------------------------------------------------
(Address of principal executive offices)                             (zip code)

                                  304-797-2000
                        -------------------------------
                        (Registrant's telephone number,
                              including area code)

             Securities registered under Section 12(b) of the Act:

<TABLE>
<CAPTION>
                                                                         Name of each exchange
              Title of each class                                         on which registered
              -------------------                                         -------------------
     <S>                                                                <C>
     Common Stock, par value $.01 per share                             New York Stock Exchange
     11 1/2% Notes due 1998                                             New York Stock Exchange
     10 7/8% Notes due 1999                                             New York Stock Exchange
     11 3/8% Notes due 2004                                             New York Stock Exchange
     10 3/4% Notes due 2005                                             New York Stock Exchange
</TABLE>


             Securities registered under Section 12(g) of the Act:

                                      None

<PAGE>   2



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

                         Yes:         X             No:
                                    ----                  ----

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

         Based on the closing price as of March 14, 1997, the aggregate market
value of the voting stock held by nonaffiliates of the Registrant was
$126,183,008. The foregoing calculation includes shares allocated under the
Registrant's 1984 and 1989 Employee Stock Ownership Plans to the accounts of
employees who are not otherwise affiliates and unallocated shares under the
Registrant's 1989 Employee Stock Ownership Plan subject to voting instructions
of employees who are not otherwise affiliates.)

         The number of shares of Common Stock ($.01 par value) of the
Registrant  outstanding as of March 14, 1997 was 42,353,243.

                      DOCUMENTS INCORPORATED BY REFERENCE

(1)   Certain portions of the Registrant's 1996 Annual Report to Stockholders
      are incorporated by reference into Parts I, II and IV of this Annual
      Report on Form 10-K to the extent provided herein.

(2)   Certain portions of the Registrant's definitive Proxy Statement filed
      pursuant to Regulation 14 (filed within 120 days after the end of the
      fiscal year covered hereby) in connection with the Registrant's 1997
      Annual Meeting of Stockholders are incorporated by reference into Part
      III of this Annual Report on Form 10-K to the extent provided herein.

                                     - 2 -

<PAGE>   3


                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                    Item                                                     Page
                                                    ----                                                     ----
          <S>                                                                                                 <C>
          PART I    ...................................................................................         4
              1.    Business...........................................................................         4
              2.    Properties.........................................................................        20
              3.    Legal Proceedings..................................................................        21
              4.    Submission of Matters to a Vote of Security Holders................................        21
          PART II   ...................................................................................        22
              5.    Market for the Registrant's Common Equity and Related Stockholder Matters..........        22
              6.    Selected Financial Data............................................................        23
              7.    Management's Discussion and Analysis of Results of Operations and Financial                
                        Condition......................................................................        23
              8.    Financial Statements and Supplementary Data........................................        23
              9.    Changes in and Disagreements with Accountants on Accounting and 
                        Financial Disclosure ..........................................................        23
          PART III  ...................................................................................        24
             10.    Directors and Executive Officers of the Registrant.................................        24
             11.    Executive Compensation.............................................................        26
             12.    Security Ownership of Certain Beneficial Owners and Management.....................        26
             13.    Certain Relationships and Related Transactions.....................................        26
          PART IV   ...................................................................................        27
             14.    Exhibits, Financial Statement Schedules, and Reports on Form 8-K...................        27
    SIGNATURES.........................................................................................        32
    EXHIBIT INDEX......................................................................................        34
    FINANCIAL STATEMENT SCHEDULES......................................................................       S-1
</TABLE>

                                     - 3 -

<PAGE>   4

                                     PART I


ITEM 1.  BUSINESS

BACKGROUND

         Weirton Steel Corporation (the "Company") and its predecessor
companies have been in the business of making and finishing steel products for
nearly 90 years at the Company's facilities located in Weirton, West Virginia.
From November 1929 to January 1984, the Company's business had been operated as
the Weirton Steel Division of National Steel Corporation. Incorporated in
Delaware in November 1982, the Company acquired its principal operating assets
in January 1984.

         The Company is a major "integrated" steelmaker. As such, it makes
carbon steel from raw materials to industry and customer specifications. In
primary steelmaking, iron ore pellets, iron ore, coke, limestone and other raw
materials are consumed in blast furnaces to produce molten iron or "hot metal."
The Company then converts the hot metal into raw or liquid steel through its
basic oxygen furnaces where impurities are removed, recyclable scrap is added
and metallurgy for end use is determined on a batch by batch basis. The
Company's basic oxygen process shop ("BOP") is one of the largest in North
America, employing two vessels, each with a steelmaking capacity of 360 tons
per heat. Liquid steel from the BOP is then formed into slabs through the
Company's multi-strand continuous caster. The slabs are then reheated, reduced
and finished into coils by extensive rolling and shaping at the Company's
modern hot strip mill and, in many cases, by further tempering, plating or
coating at the Company's downstream finishing operations. See Item 2.
"Properties" for a more detailed description of the specific units involved in
the Company's operations.

PRINCIPAL PRODUCTS AND MARKETS

         The Company offers a wide range of rolled carbon steel products,
including hot and cold rolled sheet steel and both hot-dipped and electrolytic
galvanized products (collectively, "Sheet Products"), as well as a broad line
of coated steels, including tin plate, chrome coated, and black plate,
comprising Tin Mill Products ("TMP"). The Company's products emphasize the
narrow to medium widths, up to 48" wide, reflective of its rolling and
finishing equipment, and cover a broad range of gauges, finishes and
performance specifications. The Company has developed significant expertise in
filling orders with demanding specifications.

         The percentages of the Company's total revenues derived from the sale
of Sheet Products and TMP for each year in the five year period ended December
31, 1996 are shown in the following table. Total revenues include the sale of
"secondary" products, principally those products not meeting prime
specifications. Revenues from the sale of semi-finished products have been
combined with Sheet Products.




                                     - 4 -

<PAGE>   5



<TABLE>
<CAPTION>
                                    1996              1995            1994(1)          1993              1992
                                    ----              ----            ----             ----              ----
<S>                                   <C>             <C>              <C>              <C>                <C>
Sheet products.............            59%             64%              70%              54%                48%
Tin mill products..........            41              36               30               46                 52
                                     -----           -----            -----            -----             ------
                                      100%            100%             100%             100%               100%
                                     =====           =====            =====            =====             ======
</TABLE>
----------------

(1)      The percentage increase during 1994 in Sheet Product revenues compared
         to TMP revenues resulted from strong market demand for the Company's
         Sheet Products and a fire in April 1994 that severely damaged a cold
         rolling facility required for the production of a substantial portion
         of the Company's TMP. The facility was rebuilt and returned to normal
         operations in the first quarter of 1995, which allowed the Company to
         resume a more traditional product mix. See "Comparative Production and
         Shipments" herein and Item 7. "Management's Discussion and Analysis of
         Financial Condition and Results of Operations."

         The following table shows the percentage of total net tons of steel
products shipped by the Company to each of its principal markets for the five
year period ended December 31, 1996.

<TABLE>
<CAPTION>
                                    1996              1995             1994              1993             1992
                                    ----              ----             ----              ----             ----
<S>                                   <C>             <C>              <C>              <C>                <C>
Service Centers and Sheet
and Strip Converters........

                                       48%             43%              45%              30%                24%
Food and Beverage...........           30              25               25               37                 41
Pipe and Tube...............            6               7                6               12                 11
Construction................            8               9               13                9                  8
Consumer Durables...........            2               3                4                4                  6
Exports.....................            2               9               --                1                  3
Other.......................            4               4                7                7                  7
                                      ----            ----             ----             ----               ----
                                      100%            100%             100%             100%               100%
                                      ====            ====             ====             ====               ====
</TABLE>

         A substantial portion of the Company's revenues are derived from
long-time customers, although the Company actively seeks new customers and
constantly seeks new markets for its products. A substantial share of the
Company's Sheet Products and TMP are shipped to customers located in the
eastern portion of the United States. A strong demand worldwide for flat rolled
carbon steel products that began in 1994 continued throughout 1995. The Company
responded by exporting approximately 9% of its shipments in 1995 compared to
previous years when only nominal quantities were shipped to export markets. The
Company's export efforts were hampered in 1996 by unfavorable exchange rates
and prices in foreign markets which disadvantaged domestic producers. As a
result, the Company experienced a sharp reduction in its 1996 exports of Sheet
Products, while TMP exports actually increased. The Company plans to ship
products to international markets when favorable economic and business
conditions exist.


                                     - 5 -

<PAGE>   6


         The Company's products are sold through salaried Company employees who
operate from corporate headquarters and through seven regional sales managers.
Sales orders taken in the field are subject to home office approval. Several
years ago the Company combined its sales force structure from separate Sheet
Products and TMP organizations into a unified commercial sales organization.
The unified organization is closely linked with technical services personnel
who assist the Company with product engineering and development. The Company
believes that the sales organization plays an important role in identifying and
achieving a more favorable strategic market mix for the Company. In October
1996, the Company became the first major domestic producer to initiate product
sales from its Internet website (http://www.weirton.com), which is updated
daily with excess and non-prime offerings.

         Trade orders on hand for the Company's products at December 31, 1996,
1995 and 1994 amounted to approximately 528, 418 and 494 thousand tons,
respectively. Substantially all orders on hand at any time are expected to be
filled within a 12 month period. Since the Company produces steel in response
to orders primarily of established grades and specifications, resulting in
short order processing time and relatively rapid inventory turnover, it does
not believe that order backlog is material to its business.

         Sheet Products. Hot rolled products are sold directly from the hot
strip mill as "hot bands," or are further processed using hydrochloric acid to
remove surface scale and are sold as "hot rolled pickled" or "hot rolled
pickled and oiled." Hot roll is used for unexposed parts in machinery,
construction products and other durable goods. Most of the Company's sales of
hot rolled products have been to steel service centers, pipe and tube
manufacturers and converters. In 1996, the Company shipped 974 thousand tons of
hot rolled sheet, which accounted for 23% of its total revenues.

         Cold rolled sheet requires further processing including additional
rolling, annealing and tempering to enhance ductility and surface
characteristics. Cold roll is used in the construction, steel service center,
commercial equipment and container markets, primarily for exposed parts where
appearance and surface quality are important considerations. In 1996, the
Company shipped 242 thousand tons of cold rolled sheet, which accounted for 8%
of its total revenues.

         Galvanized hot-dipped and electrolytic sheet is coated primarily with
zinc compounds to provide extended anti-corrosive properties. Galvanized is
sold to the electrical, construction, automotive, container, appliance and
steel service center markets. In 1996, the Company shipped 654 thousand tons of
galvanized products, which accounted for 27% of total revenues.

         Generally, the Company obtains relatively higher profit margins on
those Sheet Products that require more extensive processing. The differences in
the spreads of pricing among these products have varied over time depending on
changes in their uses, demand and the competitive environment. Sheet Products
of the hot rolled variety are widely regarded as commodity items in the steel
industry.

                                     - 6 -

<PAGE>   7



         The following table, based on information from the American Iron and
Steel Institute ("AISI"), shows the Company's historical share of the domestic
Sheet Products market for each year in the five year period ended December 31,
1996.

                                 Sheet Products
                            Historical Market Share
                            -----------------------
                             (In thousands of tons)

<TABLE>
<CAPTION>
                                      1996              1995              1994             1993             1992
                                      ----              ----              ----             ----             ----
<S>                                  <C>               <C>               <C>              <C>              <C>
Industry shipments.............      50,022            47,845            47,217           41,616           38,099
Company shipments(1)...........       1,957             1,956             1,991            1,536            1,206
Company market share...........         3.9%              4.1%              4.2%             3.7%             3.2%
</TABLE>
----------------

(1)      Includes secondary products.

         While the Company's presence in the overall domestic Sheet Products
market is limited, in order to compete more effectively, the Company has
concentrated on developing offerings of more highly processed products and
production capability to provide the coil sizes favored by most of its
customers. The Company's strategy for development of its sheet business is
focused on increasing its mix of coated products, such as galvanized, while
capitalizing on developing specialty markets, such as construction, where the
Company believes that its GALFAN (registered trademark) products have potential
applications in roofing and framing. As part of its Sheet Products marketing
strategy, the Company is also making efforts to develop relationships with
strip re-rollers to increase sales of its cold rolled products, to enhance high
quality end use of its products marketed through steel service centers, and to
develop the hot rolled market for heavier gauge and higher carbon applications.

         Tin Mill Products. The Company has enjoyed substantial market share
and a widely held reputation as a high quality producer of TMP. Although
categorized as "tin mill products," these products actually comprise a wide
variety of light gauge coated steels. Tin plate and black plate products are
sold under the Company name and under such registered trademarks as WEIRITE and
WEIRLITE. In addition to tin plate and black plate, the Company produces
electrolytic chromium coated steel under the registered trademark WEIRCHROME.

         The Company is one of the largest domestic producers of TMP. During
1996, the Company's market share of TMP was approximately 22%. The Company's
market share of TMP has consistently approximated 22%, except for 1994 when it
achieved only a 15% share due to an extended cold rolling facility outage which
reduced the Company's TMP shipments significantly in the second half of that
year. TMP shipments on an industry-wide basis have remained relatively steady
in recent years even as plastic, aluminum, composites and other materials have
competed for potential growth in some applications. The TMP market is now
primarily directed at food, beverage, and general line cans. The majority of
the Company's TMP sales have been to can manufacturing and packaging companies,
a substantial amount of whose


                                     - 7 -

<PAGE>   8



annual requirements are established in advance. This market is characterized by
a relatively small number of manufacturers and increasing concentration of
buying power. During 1996, shipments to the Company's five largest TMP customers
accounted for 21% of total revenues and shipments to Ball Corporation accounted
for approximately 10% of total revenues.  The balance of the TMP is sold to
other can manufacturers, manufacturers of caps and closures and specialty
products ranging from film cartridges, lighting fixtures and battery jackets to
cookie sheets and curtain rods. As a result of more predictable sales patterns
for TMP, the Company is able to determine in advance a significant portion of
its production requirements, allowing it to operate its production facilities
more efficiently and adjust its marketing and production efforts for other
products. Historically, the greater predictability of the TMP market and its
relative pricing stability have served to cushion the Company against greater
price volatility in the Sheet Product market. However, TMP has long been a
market with limited opportunities for expansion on the domestic front.

         The following table, based on AISI information, shows the Company's
historical share of the domestic TMP market for each year in the five year
period ended December 31, 1996.

                               Tin Mill Products
                            Historical Market Share
                            -----------------------
                             (In thousands of tons)

<TABLE>
<CAPTION>
                                      1996             1995             1994             1993             1992
                                      ----             ----             ----             ----             ----
<S>                                   <C>               <C>             <C>               <C>             <C>
TMP industry shipments.........       4,108             3,942           4,137             4,123           3,927
Company shipments(1)...........         899               763             615               895             890
Company market share...........          22%               19%             15%               22%             23%
</TABLE>
----------------

(1)      Includes secondary products.

         The Company's strategy for the development of its TMP business focuses
on increasing sales to existing customers, extending the customer base and
international expansion. The Company has targeted selected overseas markets,
particularly in Asia and South America, which have a relatively low per capita
rate of can consumption. As these markets develop, the rate of can consumption
is expected to increase. The Company is attempting to establish relationships
that will permit penetration of these international markets for Company
products when favorable economic and business conditions exist.

         The Company has the capacity to produce sufficient quantities of
"clean" steel (steel with fewer impurities) to fill anticipated TMP orders for
the near term. The Company's facilities and expertise also allow it to produce
the lightest gauges of tin plate, enhancing the manufacturing efficiencies of
the Company's customers and promoting the use of its steel in leading edge
technology products such as thin-walled containers.


                                     - 8 -

<PAGE>   9

         The Company has been a leading innovator in the development of can
making technology through its WEIRTEC (registered trademark) research and
development center. Although highly competitive prices for aluminum have
relegated steel to an insignificant share of the domestic beverage container
market in recent years, the Company believes that two piece thin-walled steel
beverage containers have potential for growth in this sector, based primarily
on improved production efficiencies for steel cans and increased industry
success in promoting the recycling of steel. However, the Company also believes
it is unlikely that this potential will be realized without a sustained
increase in aluminum prices and an effective program by domestic TMP producers
encouraging can makers to convert beverage can lines to steel. The Company
engages in other end product research and development and provides support
services to its customers. The Company believes these services have been of
significant assistance, particularly to its TMP customers, and promote the
consumption of the Company's products. See "Research and Development."

         The Company owns and operates a 1.1 million square foot Finished
Products Warehouse (the "FPW") near the Company's mill with storage and staging
areas for TMP. The FPW facilitates "just in time" production and delivery to
eight of the Company's major TMP customers which are located in attached, or
nearby, manufacturing facilities. As steel coils are needed by customers'
operations, they are moved from the adjoining central storage areas and loaded
directly on to customers' production lines. This arrangement provides
reductions in transportation costs for the Company and its customers.

RELATED PRODUCTS AND SERVICES

         After conducting successful developmental activities, the Company is
currently rolling and finishing various types and grades of stainless steel on
its hot mill on a tolling basis for several major stainless steelmakers.
Special operating procedures and expertise, generally not possessed by the
Company's domestic integrated carbon steel competitors, are required to roll
and finish stainless steel. To date, revenues from these activities have not
been material to the Company. From time to time, the Company has produced and
sold carbon steel slabs and hot metal to other carbon steelmakers. On limited
occasions, the Company has also performed downstream processing of products for
other carbon steelmakers, as well as having its own products further processed
by other steelmakers.

BUSINESS STRATEGY AND DEVELOPMENT

         The Company's strategic objective is to be a first tier global
provider, in terms of cost, quality and customer service, of TMP and other
specialty coated and plated products. The Company's business strategy seeks to
achieve this objective by: (i) continuing to make cost and productivity
improvements; (ii) further improving its product mix toward higher value-added
products such as TMP and coated sheet; and (iii) maximizing the utilization of
its assets.

         The Company's cost and productivity projects now being implemented
include: a capital improvement plan providing for, among other things, a major
reline and rebuild of the No. 1 Blast Furnace, together with related computer
system and automation upgrades, and the addition of looping capacity and shape
measurement and control systems at the No. 9 Tandem Mill


                                     - 9 -

<PAGE>   10


(substantially rebuilt after a 1994 fire); new supply management programs to
coordinate and reduce costs in the procurement of material and services; new
programs to reduce energy and raw material requirements, ranging from scrap
management, to enhanced blast furnace turbo blowers to exploring the feasibility
of structuring a project leading to blast furnace pulverized coal injection
("PCI"); and programs to rationalize human resources with the Company's
competitive needs, including achieving new collective bargaining agreements with
the Company's unionized work force.

         The Company's product mix improvement efforts are complementary to its
productivity improvements in that they seek to take advantage of the Company's
enhanced capability to produce a greater proportion of higher value added
products. The Company's product mix improvement efforts are focused on the
targeting of selective international markets for TMP and the development of
domestic specialty markets for coated products, such as galvanized in
construction and light gauge high tensile steel in packaging, together with
enhanced sales-customer-technical coordination and improved production
management and information systems.

         The Company also seeks to maximize the utilization of available assets
through a number of projects and initiatives. As indicated in Item 2
"Properties", the design capacity of the Company's hot mill (rebuilt in 1992)
exceeds the design capacity of the Company's multi-strand caster (rebuilt in
1990) to produce slabs for reduction at the hot mill. As noted in "Related
Products and Services", the Company has utilized some of its excess hot mill
capacity in tolling activities for stainless and other carbon steelmakers and
in processing purchased slabs for its own value-added products as required by
the Company's order book. The Company has also sought to increase the amount of
hot metal from blast furnace operations and to improve operating practices in
order to maximize steelmaking at its BOP shop and caster and to increase
throughput at its value added downstream finishing facilities by, among other
things, enhancing its No. 9 Tandem Mill.

         The Company continually develops and reviews strategies designed to
enhance the scope and improve the profitability of its business. In connection
with such activities, the Company is pursuing through discussions and
negotiations, or has under consideration, a variety of projects aimed at
exploiting product use, penetrating new markets or reducing operating costs.
These projects, if developed by the Company, could include joint ventures,
partnering or strategic alliances. The Company cannot predict whether, or to
what extent, the projects resulting from its ongoing business development
strategies will be implemented.

RAW MATERIALS

         Unlike many of its larger competitors, the Company does not own or
participate in the ownership of raw material mining reserves from which it can
draw its production requirements. As a result, the Company must buy these
materials on the open market.

         The Company has a contract with a subsidiary of Cleveland-Cliffs Inc.
to purchase a substantial part of the Company's standard and flux grade iron
ore pellet requirements through 2005. The contract provides for a minimum
tonnage of pellets to be supplied based on the production capacity of the
mining source during the contract periods, and for additional tonnages


                                     - 10 -

<PAGE>   11

of pellets in specified circumstances. Purchase prices under the contract
generally depend upon the product costs of one of the mines.

         The Company obtains the balance of its iron ore pellets and limestone
requirements, in most cases, from multiple sources with the issue being price
and quality rather than availability of supply.

         The Company, unlike a number of its competitors, does not operate its
own coke making facilities. The Company has a contract with USX Corporation to
purchase blast furnace coke for a term which extends through December 31, 2001,
subject to extension. Under the contract, the Company must give notice by
mid-October of each year of its required coke volumes for the following year
and has the option to purchase up to 100% of its coke requirements for each
year, subject to a minimum of either 80% of requirements or a fixed tonnage,
depending on certain operating configurations at the Company's blast furnaces.
If the Company does not commit to take the tonnages above minimum requirements
for any year, the supplier has the option of determining whether it will supply
future tonnages above the minimum, until such time as it actually does so,
after which the Company again has the option to take its full requirements.
Coke prices under the contract are based on the prevailing market, subject to a
ceiling and floor over the life of the contract, a limit on annual change, and
certain adjustments based on blast furnace operations. The Company also had a
secondary coke supply agreement with another producer which expired in December
1996. The Company, like other steelmakers, has utilized or is planning to
install technologies calculated to achieve some reduction in the consumption of
coke in blast furnace operations. In addition, the Company continues to explore
alternative sources for coke, including from overseas suppliers. Nevertheless,
if coke making capacity available to the industry continues to decline, future
coke prices may be subject to significant escalation.

         The Company utilizes scrap in its steelmaking process. Scrap steel is
available from multiple sources with the issue being price and quality rather
than availability of supply.

         The Company operates as a 100% continuously cast producer. However,
the Company's requirements for slabs have from time to time exceeded the
production capacity of the Company's caster. Slabs from outside sources have
also been required as a result of production outages from iron or steelmaking
operations.  Accordingly, the Company has purchased and may continue to
purchase slabs from other sources in order to meet the demand for its products
and to maximize the overall production efficiency of its operations. At the
present time, the Company expects to be able to purchase slabs as and when
needed.

         The primary sources of energy used by the Company in its steel
manufacturing process are natural gas, oil, and electricity. In recent years,
the Company has entered into natural gas purchase contracts with gas suppliers
and transportation contracts with transmission companies. These long term
arrangements have helped to reduce or control fluctuations in prices paid for
gas. In 1995, the Company entered into a 15-year contract for the supply of
oxygen to its steelmaking facilities. This agreement significantly reduced the
Company's oxygen supply costs.

                                     - 11 -


<PAGE>   12


         The Company generates a significant amount of electricity and
steam for processing operations from a mixture of excess blast furnace gas and
natural gas. The Company continually attempts to conserve and reduce the
consumption of energy in its steelmaking operations. A number of the Company's
facilities  have alternate fuel burning capability. A substantial increase in
the Company's energy costs or a shortage in the availability of its sources
could have an adverse effect on the Company.

         Management believes that the Company's long term raw materials
contracts are at generally competitive terms.

COMPARATIVE PRODUCTION AND SHIPMENTS

         After experiencing a steep decline in production and shipments for
1991, the domestic steel industry experienced a rebound in both production and
shipments over the five year period from 1992 through 1996. Similarly,
capability utilization increased to more than 90% over the period, peaking at
93% in 1995. Industry raw steel production for 1996 at 102.2 million tons
represented a small decline compared to 1995, while shipments increased by
approximately 3.0% to 100.5 million tons. Steelmaking capability of the
domestic industry, which had been declining through 1994, continued to increase
substantially through 1996, as new facilities entered the marketplace.

         In 1996, the Company produced 2.8 million tons of raw steel and
shipped 2.9 million tons of finished and semi-finished steel products including
the highest level of shipments in the Company's history. The following table
sets forth annual production capability, utilization rates and shipment
information for the Company and the domestic steel industry (as reported by the
AISI) for each year in the five year period ended December 31, 1996.

                            Production and Shipments
                            Historical Market Share
                            ------------------------
                             (In thousands of tons)

<TABLE>
<CAPTION>
                                                   1996           1995          1994          1993          1992
                                                   ----           ----          ----          ----          ----
Company
<S>                                                <C>            <C>            <C>           <C>            <C>
   Raw steel production......................        2.8            2.8           2.7           2.7            2.5
   Capability................................        3.0            3.0           3.0           3.0            3.0
   Utilization...............................       95.0%          95.0%         91.0%         91.0%          83.0%
   Shipments.................................        2.9            2.7           2.6           2.4            2.1
   Shipments as a percentage of industry
     total...................................        2.9%           2.8%          2.7%          2.7%           2.6%

Industry
   Raw steel production......................      102.2          102.7          97.9          96.1           91.6
   Capability................................      116.1          110.4         108.2         109.9          113.1
   Utilization...............................       90.0%          93.0%         91.0%         87.0%          81.0%
   Shipments.................................      100.5           97.5          95.3          88.4           82.3
</TABLE>

                                     - 12 -

<PAGE>   13


COMPETITION AND OTHER INDUSTRY FACTORS

         The domestic steel industry is a cyclical business with intense
competition among producers. Manufacturers of products other than steel,
including plastics, aluminum, cardboard, ceramics and glass, have made
substantial competitive inroads into traditional steel markets. During
recessionary periods, the industry's high level of production capacity relative
to demand levels has resulted in the reduction of selling prices across a broad
range of products.

         Integrated steelmakers also face increased competition from
mini-mills.  Mini-mills are efficient, low-cost producers that generally
produce steel by melting scrap in electric arc furnaces, utilize new
technologies, have lower employment costs and target regional markets.
Mini-mills historically have produced lower profit margin products, such as
bars, rods, wire and other commodity-type steel products not produced by the
Company. Recently developed thin cast technology has allowed mini-mills to
enter certain of the sheet markets supplied by integrated producers. Six such
facilities have been placed in operation and are competing in the hot rolled,
cold rolled and galvanized marketplace, and other entities have announced plans
or are in the process of starting similar facilities. In other instances,
mini-mills seeking to capture segments of the flat rolled market have located
facilities where they are geographically advantaged compared to their
integrated competition. In general, prices for scrap, on which mini-mills are
more dependent than integrated steel producers, have increased the operating
costs of mini-mills. In response, some mini-mills have begun to develop scrap
substitution iron-making technologies.  Mini-mills generally continue to have a
cost advantage over integrated steel producers. Most of the new capacity in the
domestic industry has resulted from growth in mini-mill operations, some of
which rival the capacity and product range of the integrated mills.

         In response to increased competition, domestic steel producers have
invested heavily in new plant and equipment, which has improved efficiency and
increased productivity and quality. Many of these improvements are in active
service and, together with the achievement of other production efficiencies,
such as manning and other work rule changes, have tended to lower costs. In
addition, it is estimated that approximately 8 to 12 million tons of new
steelmaking capacity (primarily mini-mills) will be in place within the next
three years, further threatening the viability of less efficient facilities.
The Company has responded to competitive cost reductions through its own
capital improvement program and ongoing cost reduction efforts to achieve
operating efficiencies. Through 1992, the Company's efforts focused on its
steelmaking operations and hot mill. Since that time, the focus has shifted to
downstream operations and primary iron making.

         Domestic producers face competition from foreign producers over a
broad range of products. Many foreign steel producers are aligned with
governmental interests and thereby subject to influence by political and
economic policy considerations, as well as prevailing market conditions.
Voluntary restraint arrangements covering 17 steel exporting nations and the
European Community, which limited steel imports into the United States market,
expired in 1992. A replacement structure (entitled the "Multilateral Steel
Agreement") to eliminate subsidies and other unfair trade practices by foreign
producers has been under negotiation since



                                     - 13 -

<PAGE>   14


1992, without successful completion. In recent years, various domestic steel
producers filed extensive unfair trade cases covering imports of flat rolled
carbon steel products against foreign producers. These cases sought the
imposition of anti-dumping and countervailing duties on products alleged to have
caused injury to domestic producers. A high watermark for these cases occurred
in 1993 when the U.S. International Trade Commission (the "ITC") ruled
anti-dumping and/or countervailing duties should be imposed on imports of
galvanized sheet and plate representing the majority of imports, and on cold
rolled sheet accounting for approximately one-third of total imports. A number
of these cases were appealed and the Court of International Trade has upheld the
ITC decisions. A number of other cases have been filed with mixed results and
others are in progress. In general, the Company believes that the decisions have
not increased significantly the duties for those imports to levels where they
have served as effective competitive barriers. As a percentage of domestic
consumption, steel imports excluding semi-finished products (primarily slabs),
were at approximately 23%, 21%, and 24% in 1996, 1995 and 1994, respectively.
Competitive pressure from imports has been most intense at times when the U.S.
dollar has risen strongly against foreign currencies, increasing their pricing
advantages. In March 1997, the Company joined with two other domestic steel
producers and 29 domestic pipe and tube producers in requesting United States
government agencies to file a protest with the World Trade Organization (the
"WTO") over actions taken by the Republic of Korea to subsidize a Korean
producer, allegedly in violation of the WTO subsidy code, permitting the Korean
producer to flood Asian markets with low priced hot-rolled steel. The protest is
in the fact finding stage. If the WTO finds a subsidy violation, it could seek
to force the Korean producer to repay the subsidies or allow the United States
to impose compensatory duties.

         The Company's primary competitors in Sheet Products consist of most
domestic and international integrated steel producers and mini-mills. The
Company's primary TMP competitors in recent years have been USX Corporation,
LTV Corporation, Bethlehem Steel Corporation, National Steel Corporation and
USS-POSCO Industries.

         The Company experiences strong competition in all its principal
markets with respect to price, service and quality. The Company believes that
it competes effectively in all these categories by focusing its marketing
efforts on creating strong customer relationships by providing high quality
products at competitive prices.

RESEARCH AND DEVELOPMENT

         The Company engages in research and development for the improvement of
existing products and processes, and the development of new products and
product applications. During 1996, 1995 and 1994, the Company spent
approximately $3.4 million, $3.2 million, and $6.3 million, respectively, for
research and development activities. WEIRTEC, the Company's research and
development center specializing in the advancement of steel can making
technology, maintains research and prototype steel packaging manufacturing
facilities, analytical laboratory facilities and computer simulation systems in
Weirton, West Virginia.  In recent years, WEIRTEC has played a central role in
the development of thin-wall, two piece beverage can technology and other
products seeking to capitalize on the Company's production expertise,
particularly in coated products. WEIRTEC research projects have also included
clean steel


                                     - 14 -

<PAGE>   15


production techniques, polymer to steel lamination, and the application of
galvanized steel products to the residential and commercial construction
industry. WEIRTEC assists customers in the development of new products and
collaborates with the AISI in the development of new product lines and
production techniques to increase the use and quality of steel as a material of
choice. The Company believes that the scientists, engineers, technicians and the
WEIRTEC facilities enhance the Company's technical excellence, product quality
and customer service.

         The Company owns a number of patents that relate to a wide variety of
products and applications and steel manufacturing processes, has pending a
number of patent applications, and has access to other technology through
agreements with other companies. The Company believes that none of its patents
or licenses, which expire from time to time, or any group of patents or
licenses relating to a particular product or process, is of material importance
in its overall business. The Company also owns a number of registered
trademarks for its products.

ENVIRONMENTAL CONTROL

         Compliance. The Company is subject to extensive federal, state and
local laws and regulations governing discharges into the air and water, as well
as the handling and disposal of solid and hazardous wastes. The Company is also
subject to federal and state requirements governing the remediation of
environmental contamination associated with past releases of hazardous
substances. In recent years, environmental regulations have been marked by
increasingly strict compliance standards. Violators of these regulations may be
subject to civil or criminal penalties, injunctions or both. Third parties also
may have the right to sue to enforce compliance.

         Capital expenditures for environmental control facilities were
approximately $9.4 million in 1996, $3.9 million in 1995, and $3.2 million in
1994. For 1997, the Company has budgeted approximately $6.0 million in capital
expenditures for environmental control facilities. Given the nature of the
steelmaking industry, it can be expected that additional capital expenditures
will be required from time to time to permit the Company to remain in
compliance with current and future environmental regulations. Since the effects
of future requirements are not determinable at present, it is not possible to
predict the ultimate future cost of compliance. The Company, like its
competitors, does not expect to be able to pass on to customers cost increases
specifically resulting from compliance with environmental regulations.

         In the past, the Company has resolved environmental compliance issues
through negotiated consent orders and decrees with environmental authorities,
pursuant to which the Company has paid civil penalties. The Company believes
that it is in substantial compliance with its environmental control consent
orders and decrees.

Multimedia Enforcement Settlement

         In December 1993, the Company was informed by the West Virginia
Division of Environmental Protection (the "DEP") that the Environmental
Protection Agency (the "EPA") was considering initiating a "multimedia"
enforcement action against the Company. Multimedia actions involve coordinated
enforcement proceedings related to various environmental media


                                     - 15 -

<PAGE>   16


such as water, air and waste. In recent years, such actions have resulted in
penalties and other commitments being obtained from many of the Company's
competitors.

         In March 1996, the EPA and the DEP advised the Company that they had
identified a number of enforcement issues pertaining to water discharges, air
emissions and waste handling operations by the Company. The agencies proposed
that the parties attempt to resolve these issues during a six-month negotiation
period.

         The Company executed a consent decree with the governmental agencies
in October 1996 in resolution of such issues. Under the consent decree, the
Company was required to pay a civil penalty of $3.2 million, which was paid in
January 1997. Additionally, the Company is required to conduct excavation,
cleanout and disposal of the contents in two treatment lagoons at an
approximate cost of $1.6 million. The consent decree also requires the Company
to undertake certain additional capital projects to assure compliance with
water, air and waste-related regulations in accordance with detailed
construction schedules.  Such projects will include upgrades and modifications
to air emissions control equipment, wastewater treatment systems and waste
handling facilities. The environmental capital projects mandated by the consent
decree are estimated to total approximately $13.4 million, a significant
portion of which had been included in the Company's capital budget prior to the
negotiations which led to the settlement. The consent decree provides for
stipulated penalties for non-compliance.

         The required capital projects, as well as other terms of the consent
decree, will necessitate changes in operating procedures at the Company's
facilities. While the Company will attempt to mitigate any increased operating
costs attributable to these changes, it nevertheless expects operating costs to
increase as a result of the requirements. At the present time, it is not
possible to estimate such increases, but the Company does not believe that any
such increase will be material to its results of operations.

Water Discharge Permitting

         In June 1994, the DEP issued a renewal National Pollutant Discharge
Elimination System ("NPDES") permit to the Company for its water discharges.
The renewal NPDES permit contained a number of new requirements, including
stringent "water quality-based" effluent limitations based on a new West
Virginia regulation (the "Regulation"). The Company appealed the renewal permit
to the West Virginia Environmental Quality Board (the "EQB").

         In August 1995, the EQB submitted to the West Virginia Legislature
significant changes to the Regulation. The proposed changes were enacted by the
Legislature in March 1996. The changes have resulted in re-calculated water
quality-based effluent limitations which the Company believes it can meet with
certain modifications to its existing wastewater treatment facilities.

         In February 1997, the Company reached a settlement with the DEP
regarding the NPDES appeal. There are several remaining issues, the resolution
of which will be based on the results of studies which will be undertaken. It
is not possible at this time to estimate the costs which may be necessitated as
a result of such studies. However, the Company believes that such


                                     - 16 -

<PAGE>   17

settlement and the completion of the studies and any necessary activities
pursuant to the studies will enable it to comply with the NPDES permit
requirements and limitations within the time frames provided for in the
settlement.

RCRA Corrective Action Order

         In connection with the multimedia consent decree in 1996, the EPA also
issued a corrective action order. The order requires the Company to conduct
investigative activities to determine the nature and extent of hazardous
materials which may be located on the Company's property and to evaluate and
propose corrective measures needed to abate any unacceptable risks. The Company
does not know the nature or extent of hazardous materials located on its
property and it is not possible at present to estimate the ultimate cost to
comply with the order or to conduct any required remedial activity. However,
the Company has recorded approximately $2.9 million related to its current
estimate of costs associated with the investigative activities. The Company
believes that it may be entitled to indemnification, as described below, for at
least a portion of the costs incurred by the Company to comply with the
corrective action order and to undertake any required remedial action.

         Waste Sites. Under the Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended ("CERCLA"), and similar
state statutes, the EPA and state regulators have authority to impose strict,
joint and several liability on waste generators, owners, operators and other
potentially responsible parties ("PRPs") for the cost of remediating
contaminated properties. By reason of the agreements pursuant to which the
Company purchased the operating assets of the Weirton Steel Division (the
"Division") from National Steel Corporation ("National"), the Company is
entitled to indemnification from National for certain environmental
liabilities, including those relating to the remediation of certain
contaminated sites, as more fully described below. The Company understands that
National has provided notices to EPA regarding a number of such sites as
required by law. The Company further understands that National has been
involved, at the request of the EPA or state agencies, in voluntary remedial
activities with respect to a number of such sites. Insofar as any of those
sites involve liabilities under environmental laws or regulations for prior
Division activities, the Company believes it is indemnified by National.

         The Company and/or its predecessors have been conducting steel
manufacturing and related operations at various locations, including the
Company's current plant site, for almost 90 years. Although the Company and its
predecessors utilized operating practices that were standard in the industry at
the time, hazardous substances may have been released on or under these sites.
In accordance with regulatory requirements under the Resource, Conservation and
Recovery Act ("RCRA"), the Company is required to investigate these prior
releases and take corrective action where deemed appropriate. See "RCRA
Corrective Action Order." In addition, the Company and its predecessors have
disposed of solid and hazardous wastes at various off-site waste disposal
sites.  Pursuant to CERCLA and similar state laws, the Company may be required
to remediate contamination at some of these sites or participate in the sharing
of such costs as deemed necessary. The Company does not have sufficient
information to estimate its potential liability in connection with potential
future remediation in general. However, the Company


                                     - 17 -

<PAGE>   18

believes that if any such remediation is required, it will occur over an
extended period of time. In addition, the Company believes that many of these
sites may also be subject to indemnity obligations by National to the Company.

Tex Tin Site

         In September 1989, the EPA notified the Company that it was considered
to be among a number of PRPs for the disposal of wastes at the Tex Tin site
near Texas City, Texas, and requested the Company's voluntary participation in
certain remedial actions. The Company's records do not indicate any involvement
with the site by the Company. Both the Company and National were named as
defendants in a suit filed by Amoco Chemical Corporation in the U.S. District
Court for the Southern District of Texas in May 1996; the Company, however, was
never served with a summons and thus is not currently a party to the action.
The suit alleges that the Company, National and numerous other defendants are
liable for Amoco's remedial costs expended at the Tex Tin site. The Company
believes that National would be responsible for any remedial actions if there
had been prior involvement by the Division. The Company has given all required
notices to National for the purpose of facilitating its response to this
matter.

Hanover Township Site

         In May 1992, the Company received notice from the Pennsylvania
Department of Environmental Resources that it was considering a closure plan
and post-closure plan for a solid waste landfill facility in Hanover Township,
Pennsylvania (the "Hanover Site") operated by Starvaggi Industries Inc. From at
least the 1960's through mid-1983, National and, after mid-1983, the Division
and the Company disposed of solid wastes at the facility. The Company believes
that while it disposed of various materials which were residual to the
steelmaking industry, such materials were not classified as hazardous wastes
under applicable law. At this time, definitive closure plans and post-closure
care plans have not been adopted. National's liability with respect to the
closure of this facility is limited to $1.0 million. Although there can be no
assurances, the Company does not anticipate that the costs for site closure
will exceed the limitation on National's liability.

Shiloh Landfill

         The Company leases certain real property in Hancock County, West
Virginia, known as the Shiloh Landfill ("Shiloh Landfill"), from Shiloh River
Corporation ("SRC"). Under an agreement with SRC, which remains the operator of
the solid waste landfill at that site, the Company is the intended sole
disposer. The Company disposes of some of its general refuse, construction and
demolition debris, and industrial non-hazardous waste materials at the Shiloh
Landfill. In February 1997, SRC received a compliance order from the DEP, which
cited a number of operational deficiencies and required Shiloh Landfill to
undertake numerous activities for the purposes of remediating alleged
violations of applicable law and regulations. Although certain of the required
activities were undertaken by Shiloh Landfill in a timely manner, SRC and the
Company filed a notice of appeal on March 11, 1997 with regard to certain other
requirements and allegations. No further action has taken place with regard to
the appeal at this time.



                                     - 18 -

<PAGE>   19


         Indemnification. According to the agreements by which the Company
acquired the assets of the Division from National, the Company is entitled to
indemnification from National for liabilities, including governmental and
third-party claims, arising from violations prior to the acquisition, and
National is entitled to indemnification from the Company for such items after
the acquisition. In addition, the Company, subject to the $1.0 million
limitation applicable to the Hanover Site described above, is entitled to
reimbursement for clean-up costs related to facilities, equipment or areas
involved in the management of solid or hazardous wastes of the Division ("Waste
Sites"), as long as the Waste Sites were not used by the Company after the
acquisition. Third-party liability claims relating to Waste Sites are likewise
covered by the respective indemnifications.

         The Company's ability to obtain future reimbursement or
indemnification relating to environmental claims from National depends, in
addition to National's continued financial viability, on the nature of future
claims made by the Company, whether the parties can settle any differences
relating to indemnification rights and the outcome of any proceedings involving
the Company and National regarding such issues. The Company understands that
National itself has indemnification arrangements with its former parent
corporation which may be applicable to provide funding for the payment of
environmental liabilities relating to the Division. In addition, National has
instituted an action in a West Virginia state court seeking a declaratory
judgment that certain of its insurance policies provide coverage for such
environmental liabilities, specifically including, but not limited to, claims
for which the Company may seek reimbursement from National. The Company thus
far is not a party to such litigation, but has been ordered to produce certain
records and documents.

EMPLOYEES

         At December 31, 1996, the Company had 5,373 employees, of whom 4,201
were engaged in the manufacture of steel products, 578 in support services, 139
in sales and marketing activities and 455 in management and administration. In
1992, the Company implemented a strategic program designed to reduce its
workforce primarily through retirement programs and attrition. Through that
program, the Company reduced its overall workforce by 19% through 1995. In
1996, the Company implemented an additional program to reduce its supervisory
and managerial workforce by approximately 20%.

         At December 31, 1996, approximately 4,478 Company employees in
bargaining units covering production and maintenance workers, clerical workers
and nurses were represented by the Independent Steelworkers Union (the "ISU").
On February 27, 1997, the Company reached a tentative agreement with the ISU on
a 54 month contract replacing the production and maintenance unit agreements
which expired on September 25, 1996. Negotiations continue with the ISU
concerning its other bargaining units and with the Independent Guard Union,
which represents 48 employees.

         The tentative agreement covering approximately 3,975 production and
maintenance employees has been approved by the ISU's executive committee and
stewards. The Company expects that, once tentative agreements are reached for
the other ISU units, the proposed


                                     - 19 -

<PAGE>   20



contracts will be submitted for membership approval. The Company cannot predict
when additional agreements will be reached or whether agreements submitted to
union members will be ratified. During the period while negotiations for a new
contract occurred, the terms of the prior contract were extended from time to
time. The tentative agreement provides for a pay increase which is retroactive
to the expiration of the prior agreement and pay increases going forward which
are consistent with the settlements reached in 1996 with other major integrated
steel producers. The tentative agreement further provides for a significant
relaxation in restrictive work rules pertaining to the assignment and scheduling
of employees. In addition, the agreement reduces limitations introduced in the
prior agreement on the Company's ability to reduce its workforce by layoffs. The
Company's profit sharing plan, which covers substantially all employees, remains
unchanged. The plan provides for participants to share in the Company's profits
each year at a rate equal to 1/3 of the Company's "adjusted net earnings" for
that year as defined under the plan, provided its net worth exceeds $100
million. If, however, payment of the full profit sharing amount would reduce the
Company's net worth to below $100 million, payments are reduced to an amount
necessary to maintain the $100 million threshold. If the Company's net worth is
in excess of $250 million, the profit sharing rate increases to 35%. However, if
payment of the full profit sharing amount would reduce the Company's net worth
below $250 million, payments at this rate would be limited as necessary to
maintain the $250 million threshold and the remainder of the payment would be
made at the 1/3 rate.

         From January 1984 until June 1989, the Company was owned in its
entirety by its employees through the Company's 1984 Employee Stock Ownership
Plan (the "1984 ESOP"), in which substantially all employees were participants.
In June 1989, the 1984 ESOP completed a public offering of common stock,
resulting in that security being listed and traded on the New York Stock
Exchange.

         Substantially all the Company's employees participate in its two ESOPs
which owned approximately 27% of the outstanding common and substantially all
of the outstanding preferred shares of the Company at March 14, 1997. These
securities represented approximately 48% of the voting power of the Company's
voting stock.

ITEM 2.  PROPERTIES

         The Company owns approximately 2,500 acres in the Weirton, West
Virginia, area which are devoted to the production and finishing of steel
products, research and development, storage, support services and
administration. The Company owns trackage and railroad rolling stock for
materials movement, water craft for barge docking, power generation facilities
and numerous items of heavy industrial equipment. The Company has no material
leases for real property. The Company's mill and related facilities are
accessible by water, rail and road transportation. The Company believes that
its facilities are suitable to its needs and are adequately maintained.

         The Company's operating facilities include four blast furnaces;
however, its current operating strategy employs a two blast furnace
configuration with an annual hot metal capacity of approximately 2.5 million
tons. Although the Company does not anticipate operating a three blast furnace
configuration in the near term, under that operating scenario, its annual hot
metal


                                     - 20 -

<PAGE>   21

capacity could be increased to approximately 3.6 million tons. In April 1996,
the Company shut down its No. 3 Blast Furnace to replace a cracked bell at the
furnace top, as a result of which the Company's iron making capacity was reduced
temporarily. In November 1996, the Company began a planned major reline and
rebuild of its largest iron making vessel, the No. 1 Blast Furnace, as part of a
capital expenditure program for that facility approximating $83 million. The
rebuild is designed to increase iron production and quality, improve production
efficiencies, reduce costs and enhance environmental protection. The project is
scheduled for completion by the end of March 1997. While the rebuild is in
progress, the Company has been utilizing its smaller No. 4 Blast Furnace, which
has necessitated the purchase of some outside slabs for finishing purposes. See
Item 1. "Business -- Raw Materials." The Company has conducted feasibility
studies regarding the installation of PCI at its blast furnaces to further
exploit coke use reduction technologies. The completion of any PCI project,
however, would be subject to a number of factors, including the Company's
successful negotiation of terms relating thereto with outside parties.  The
Company's ironmaking operations through 1996 also included a sinter plant, used
to process scale, sludges and other by-products for recycling back into blast
furnace operations. Effective December 31, 1996, the Company temporarily
discontinued operations at the sinter plant pending an assessment of the
facility's production equipment and the feasibility of improvements believed
necessary to assure the plant's continuing compliance with more stringent future
air pollution control standards. The Company began purchasing iron pellets from
outside commercial sources to replace the sinter plant output. The Company's
primary steelmaking facilities include a two vessel BOP shop with an annual
capacity of 3.0 million tons of raw steel (based on a two blast furnace
operation). Primary steelmaking facilities also include a CAS-OB facility, two
RH degassers, and a four strand continuous caster with an annual slab production
capacity of up to 3.0 million tons. The Company's downstream operations include
a hot strip mill with a design capacity of 3.8 million tons, two continuous
picklers, three tandem cold reduction mills, three hot dip galvanize lines, one
electro-galvanize line, two tin platers, one chrome plater, one bi-metallic
chrome/tin plating line and various annealing, temper rolling, shearing,
cleaning and edge slitting lines, together with packaging, storage and shipping
and receiving facilities. See the "Comparative Production and Shipments" section
of Item 1 for additional information regarding production capacity and
utilization rates.

ITEM 3.  LEGAL PROCEEDINGS

         The Company is involved as a defendant or plaintiff in various
litigation relating to claims arising out of its operations in the normal
course of business. Such claims involving the Company as a defendant are
generally covered by insurance. It is management's opinion that any liability
resulting from existing litigation would not have a material effect on the
Company's business, financial position or results of operations.

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

         None.

                                     - 21 -

<PAGE>   22



                                    PART II

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

         As of March 14, 1997, there were 42,353,243 shares of common stock,
$.01 par value ("Common Stock"), outstanding held by 3,661 stockholders of
record. The principal market for the Common Stock is the New York Stock
Exchange, on which that security has been listed since June 1989.

         Dividends on the Company's Common Stock may be paid when and as
declared by the Company's Board of Directors. The payment of dividends is
subject to the applicable provisions of Delaware corporate law governing the
Company and the discretion of the Company's Board of Directors, which, in
exercising such discretion, considers the financial performance and capital
requirements of the Company.

         Under restrictive covenants relating to the Company's indebtedness,
the Company's ability to pay dividends on its stock is limited 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 subsequent issuances of certain capital stock, less certain allowable
payments.  As of December 31, 1996, pursuant to these covenants, the Company
could pay dividends on its Common Stock of up to $114.4 million.

         As of March 14, 1997, 10,971,520 shares of Common Stock, or 26% of the
outstanding shares of Common Stock, were held by one stockholder of record,
United National Bank - North, as Trustee of the 1984 ESOP. As of that date, the
1984 ESOP had approximately 6,781 participants who were active or former
employees of the Company. In addition, as of March 14, 1997 there were
1,736,070 shares of Convertible Voting Preferred Stock, Series A (the "Series A
Preferred Stock"), outstanding held by 316 stockholders of record. As of that
date, United National Bank - North, as Trustee of the Company's second Employee
Stock Ownership Plan (the "1989 ESOP"), was the record owner of 1,729,172
shares of the Series A Preferred Stock, or over 99% of the outstanding shares
of Series A Preferred Stock, subject to the terms and conditions of said Plan.
As of that date, the 1989 ESOP had approximately 7,502 participants who were
active or former employees of the Company. The Series A Preferred Stock is not
listed for trading on any exchange. The Series A Preferred Stock has a
liquidation preference of $5 per share and is convertible into one share of
Common Stock, subject to adjustment. Each share of Series A Preferred Stock is
entitled to 10 votes in all matters presented to the stockholders for approval.
Participants in the Company's two ESOPs have full voting rights over all shares
allocated to their accounts. See "Employees" under Item 1.

         The following table sets forth, for the periods indicated, the high
and low sales prices of the Common Stock as reported in the consolidated
transaction reporting system.

                                     - 22 -

<PAGE>   23



<TABLE>
<CAPTION>
                               1995                              1996                            1997(1)
                      -----------------------          -----------------------           ----------------------
    Quarter            High             Low             High              Low             High             Low
-----------------     ------           -----           ------            -----           ------           -----
<S>                  <C>               <C>             <C>              <C>               <C>             <C>
First                 9-3/8             6-3/8           4-5/8            3-3/4            3-3/8           2-3/8
Second                8-3/8             6-7/8           4-1/4            3
Third                 7-7/8             4-3/4           3-3/8            2-3/8
Fourth                5                 3-7/8           3-1/2            2
-----------------


(1)      First Quarter 1997 through March 14, 1997.
</TABLE>

ITEM 6.  SELECTED FINANCIAL DATA

         The information required by this Item is incorporated herein by
reference to "Selected Financial and Statistical Data" on page 42 of the
Company's 1996 Annual Report to Stockholders. With the exception of the
information specifically incorporated by reference, the 1996 Annual Report to
Stockholders is not to be deemed filed as part of this Report for purposes of
this Item.

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

         The information required by this Item is incorporated herein by
reference to pages 13 to 18, inclusive, of the Company's 1996 Annual Report to
Stockholders. With the exception of the information specifically incorporated
by reference, the 1996 Annual Report to Stockholders is not to be deemed filed
as part of this Report for purposes of this Item.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

         The financial statements and supplementary data required by this Item
are incorporated herein by reference to pages 19 to 41 inclusive, of the
Company's 1996 Annual Report to Stockholders and are listed in Item 14.
"Exhibits, Financial Statement Schedules and Reports on Form 8-K" hereof. With
the exception of the information specifically incorporated by reference, the
1996 Annual Report to Stockholders is not to be deemed filed as part of this
Report for purposes of this Item.

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

         None.


                                      -23-

<PAGE>   24



                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

DIRECTORS OF THE COMPANY

         The information required by this item with respect to Directors of the
Company is incorporated herein by reference to the caption "Election of
Directors" and "Security Ownership of Certain Beneficial Owners and Management"
in the Company's definitive Proxy Statement relating to its 1997 Annual Meeting
of Stockholders. With the exception of the information specifically
incorporated by reference, said definitive Proxy Statement is not to be deemed
filed as part of this report for purposes of this item.

EXECUTIVE OFFICERS OF THE COMPANY

         The executive officers of the Company as of March 14, 1997, were as
follows:

<TABLE>
<CAPTION>
                                                         Age at
                     Name                            March 14, 1997                         Office
                     ----                            --------------                         ------
         <S>                                               <C>            <C>
         Richard K. Riederer                               53             President, Chief Executive Officer and
                                                                          Chief Operating Officer

         James B. Bruhn                                    56             Executive Vice President -Commercial

         Craig T. Costello                                 49             Executive Vice President - Manufacturing

         David L. Robertson                                53             Executive Vice President - Human
                                                                          Resources and Corporate Law

         Earl E. Davis, Jr.                                48             Vice President-Finance and Chief
                                                                          Financial Officer
         Thomas W. Evans                                   60             Vice President - Materials Management

         David M. Gould                                    58             Vice President - Economic Development

         William R. Kiefer                                 47             Vice President - Law and Secretary

         Narendra M. Pathipati                             39             Vice President - Corporate Development
                                                                          and Strategy

         Mac S. White, Jr.                                 64             Vice President - Engineering

         Mark E. Kaplan                                    35             Controller
</TABLE>

         Unless otherwise indicated below, the executive officers of the
Company have held the positions described for at least the last five years.


                                     - 24 -

<PAGE>   25

     Richard K. Riederer has been President and Chief Operating Officer
since January 1995 and Chief Executive Officer since November 1995. From
September 1994 to January 1995, he was Executive Vice President Finance and
Chief Financial Officer. Prior to that, he served as Vice President and Chief
Financial Officer beginning in January 1989. He has been a director of the
Company since October 1993.

     James B. Bruhn has been Executive Vice President - Commercial since
September 1994. He joined the Company as Vice President - Sales and Marketing -
Tin Mill Products in July 1987, and was named Vice President-Tin Mill Products
Business in November 1992. He has been a director of the Company since May
1990.

     Craig T. Costello has been Executive Vice President - Manufacturing
since September 1994. From October 1993 to September 1994, he served as
Vice President - Operations. Mr. Costello served as General Manager -
Operations from 1988 to 1993. He has been a director of the Company since
April 1996.

     David L. Robertson has served as the Executive Vice President - Human
Resources and Corporate Law since March 1996. Prior to that, Mr. Robertson was
a senior partner in the law firm of Volk, Robertson & Hellerstedt.

     Earl E. Davis, Jr. has served as Vice President - Finance and Chief
Financial Officer since July 1995. From May 1994 to July 1995, he served as
Controller. From August 1991 to April 1994, he served as Assistant
Controller.

     Thomas W. Evans has been Vice President - Materials Management since
February 1988.

     David M. Gould was named Vice President - Economic Development in
September 1994. Mr. Gould previously was Vice President - Sales and Marketing
- Sheet Products from 1983 until September 1994.

     William R. Kiefer has been Vice President - Law and Secretary since
May 1990.

     Narendra M. Pathipati has served as Vice President - Corporate
Development and Strategy since July 1995. Mr. Pathipati served as Treasurer
of the Company from August 1991 to July 1995.

     Mac S. White, Jr. has been Vice President - Engineering of the
Company since May 1992. From April 1989 to April 1992, Mr. White was Director
of Engineering for the Company.

     Mark E. Kaplan has served as Controller since September 1995. Prior to
that, Mr. Kaplan was employed by Arthur Andersen LLP, where he held a number of
positions, most recently as Senior Audit Manager.


                                     - 25 -

<PAGE>   26



ITEM 11. EXECUTIVE COMPENSATION

         The information required by this Item is incorporated herein by
reference to the caption "Executive Compensation" in the Company's definitive
Proxy Statement relating to its 1997 Annual Meeting of Stockholders. With the
exception of the information specifically incorporated by reference, said
definitive Proxy Statement is not to be deemed to be filed as part of this
report.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         MANAGEMENT

         The information required by this Item is incorporated herein by
reference to the caption "Security Ownership of Certain Beneficial Owners and
Management" in the Company's definitive Proxy Statement relating to its 1997
Annual Meeting of Stockholders. With the exception of the information
specifically incorporated by reference, said definitive Proxy Statement is not
to be deemed to be filed as part of this report.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         None.



                                     - 26 -

<PAGE>   27



                                    PART IV

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

(a)   1. The list of financial statements required to be filed by Item 8.
         Financial Statements and Supplementary Data of this Annual Report on
         Form 10-K is as follows:

<TABLE>
<CAPTION>
                                             Financial Statements                                          Page
                                             --------------------                                          ----
           <S>                                                                                             <C>
           Report of Independent Public Accountants.................................................       (*)
      
           Consolidated Statements of Income for the years ended
           December 31, 1996, 1995 and 1994.........................................................       (*)
      
           Consolidated Balance Sheets as of December 31,
           1996 and 1995............................................................................       (*)

           Consolidated Statements of Cash Flows for the years
           ended December 31, 1996, 1995 and 1994...................................................       (*)

           Notes to Consolidated Financial Statements...............................................       (*)

           Supplementary Financial Information......................................................       (*)

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

         *   Incorporated in this Report by reference from pages 19 to 42,
             inclusive, of the Company's 1996 Annual Report to
             Stockholders referred to in Exhibit 13.1 below.
</TABLE>

      2. The list of financial statement schedules required to be filed by
         Item 8. Financial Statements and Supplementary Data of this Annual
         Report on Form 10-K is as follows:

<TABLE>
           <S>                                                                                                <C>
           Report of Independent Public Accountants on Financial Statement
           Schedules................................................................................          S-1

           Schedules:
                I      Condensed Financial Information of Registrant...............................           S-2
               II      Valuation and Qualifying Accounts...........................................           S-5
</TABLE>

      3.  Exhibits.

         The following exhibits are included in this Annual Report or are
         incorporated herein by reference:


           Exhibit 3.1          Restated Certificate of Incorporation of the
                                Company (incorporated by reference to Exhibit
                                3.1 to the Company's Registration Statement
                                on Form S-1 filed May 3, 1989, Commission File
                                No. 33-28515).

           Exhibit 3.2          Certificate of Amendment to the Restated
                                Certificate of Incorporation of the Company
                                (incorporated by reference to Exhibit 3.2 to
                                the Company's Annual Report on Form 10-K for
                                the fiscal year ended December 31, 1994,
                                Commission File No. 1-10244).


                                     - 27 -

<PAGE>   28


      Exhibit 3.3     By-laws of the Company (incorporated by
                      reference to Exhibit 3.3 to the Company's
                      Registration Statement on Form S-1 filed May 3,
                      1989, Commission File No. 33-28515).

      Exhibit 3.4     Amendment to the By-laws of the Company
                      (incorporated by reference to Exhibit 3.2 to
                      the Company's Annual Report on Form 10-K for
                      the fiscal year ended December 31, 1994,
                      Commission File No. 1-10244).

      Exhibit 3.5     Certificate of the Designation, Powers,
                      Preferences and Rights of the Convertible
                      Voting Preferred Stock, Series A
                      (incorporated by reference to Exhibit 3.2 to
                      the Company's Annual Report on Form 10-K for
                      the fiscal year ended December 31, 1989,
                      Commission File No. 1-10244)

      Exhibit 4.1     Indenture dated October 17, 1989 between
                      the Company and First Bank (N.A.) as Trustee,
                      relating to the Company's 10-7/8% Senior
                      Notes due October 15, 1999, including Form
                      of Note (incorporated by reference to
                      Exhibits 4.1 and 4.2 to the Company's Annual
                      Report on Form 10-K for the fiscal year ended
                      December 31, 1989, Commission File No.
                      1-10244).

      Exhibit 4.2     Indenture dated March 1, 1993 between the
                      Company and Bankers Trust Company, as
                      trustee, relating to the Company's 11-1/2%
                      Senior Notes due 1998, including Form of Note
                      (incorporated by reference to Exhibit 4.1 to
                      Amendment No. 2 to the Company's Registration
                      Statement on Form S-2 filed on February 9,
                      1993, Commission File No. 33-53476).

      Exhibit 4.3     First Supplemental Indenture dated July 25,
                      1995 relating to the Company's 11-1/2% Senior
                      Notes due 1998 (incorporated by reference to
                      Exhibit 4.3 to the Company's Registration
                      Statement on Form S-4 filed on July 27,
                      1995, Commission File No. 33-61345).

      Exhibit 4.4     Second Supplemental Indenture dated as of
                      August 12, 1996 between the Company and Bankers
                      Trust Company, as trustee, relating to the
                      Company's 11-1/2% Senior Notes due 1998
                      (incorporated by reference to Exhibit 4.2
                      to the Company's Quarterly Report on Form
                      10-Q for the quarter ended June 30, 1996,
                      Commission File No 1-10244).

      Exhibit 4.5     Indenture dated as of June 12, 1995 between
                      the Company and Bankers Trust Company, as
                      trustee, relating to $125,000,000 principal
                      amount of 10-3/4% Senior Notes due 2003,
                      including Form of Note


                                     - 28 -

<PAGE>   29

                                (incorporated by reference to Exhibit 4.4
                                to the Company's Registration Statement
                                on Form S-4 filed on July 27, 1995,
                                Commission File No. 33-61345).

           Exhibit 4.6          First Supplemental Indenture dated as of
                                August 12, 1996 between the Company and
                                Bankers Trust Company, as trustee, relating
                                to the Company's 10-3/4% Senior Notes due 2005
                                (incorporated by reference to Exhibit 4.1
                                to the Company's Quarterly Report on Form
                                10-Q for the quarter ended June 30, 1996,
                                Commission file No. 1-10244).

           Exhibit 4.7          Indenture dated July 3, 1996 between the
                                Company and Bankers Trust Company, as
                                trustee, relating to the Company's 11-3/8%
                                Notes due 2004 (incorporated by reference
                                to Exhibit 4.5 to the Company's Registration
                                Statement on Form S-4 filed on July 10, 1996,
                                Commission File No. 333-07913).

           Exhibit 10.1         Redacted Pellet Sale and Purchase
                                Agreement dated as of September 30, 1991
                                between Cleveland-Cliffs Iron Company and the
                                Company (incorporated by reference to Exhibit
                                10.18 to the Company's Quarterly Report on Form
                                10-Q for the quarter ended June 30, 1992,
                                Commission File No. 1-10244).

           Exhibit 10.2         Coke Sale Agreement dated December 9, 1996
                                between the Company and USX Corporation (filed
                                herewith).

           Exhibit 10.3         1984 Employee Stock Ownership Plan, as
                                amended and restated (incorporated by reference
                                to Exhibit 10.3 to the Company's Annual Report
                                on Form 10-K for the fiscal year ended December
                                31, 1989, Commission File No. 1-10244).

           Exhibit 10.4         1989 Employee Stock Ownership Plan
                                (incorporated by reference to Exhibit 10.4 to
                                the Company's Annual Report on Form 10-K for
                                the fiscal year ended December 31, 1989,
                                Commission File No. 1-10244).

           Exhibit 10.5         Amendments to the 1984 and 1989 Employee
                                Stock Ownership Plans, effective May 26, 1994
                                (incorporated by reference to Exhibit 10.5 to
                                the Company's Annual Report on Form 10-K for
                                the fiscal year ended December 31, 1995).

           Exhibit 10.6         1987 Stock Option Plan (incorporated  by
                                reference to Exhibit 10.5 to the Company's
                                Registration Statement on Form S-1 filed May 3,
                                1989, Commission File No. 33-28515)


                                     - 29 -

<PAGE>   30



           Exhibit 10.7         Deferred Compensation Plan for Directors
                                (incorporated by reference to Exhibit 10.19 of
                                the Company's Annual Report on Form 10-K for
                                the fiscal year ended December 31, 1990,
                                Commission File No. 1-10244).

           Exhibit 10.8         Employment Agreement between Richard K.
                                Riederer and the Company dated April 24, 1996
                                (incorporated by reference to Exhibit 10.1 to
                                the Company's Quarterly Report on Form 10-Q for
                                the quarter ended June 30, 1996, Commission
                                File No. 1-10244).

           Exhibit 10.9         Letter Agreement between Richard K. Riederer
                                and the Company dated December 24, 1996
                                (filed herewith).

           Exhibit 10.10        Employment Agreement between James B. Bruhn
                                and the Company (incorporated by reference
                                to Exhibit 10.11 to the Company's
                                Registration Statement on Form S-1 filed May
                                3, 1989, Commission File No. 33-28515).

           Exhibit 10.11        Employment Agreement between Thomas W.
                                Evans and the Company dated April 21, 1987,
                                including Amendment dated July 19, 1993
                                (incorporated by reference to Exhibit 10.8 to
                                the Company's Annual Report on Form 10-K for
                                the fiscal year ended December 31, 1994 and
                                Exhibit 10.28 to the Company's Annual Report on
                                Form 10-K for the fiscal year ended December
                                31, 1993, Commission File No. 1-10244).

           Exhibit 10.12        Employment Agreement between Craig T.
                                Costello and the Company dated July 20, 1993
                                (incorporated by reference to Exhibit 10.19 to
                                the Company's Annual Report on Form 10-K for
                                the fiscal year ended December 31, 1993,
                                Commission File No. 1-10244).

           Exhibit 10.13        Employment Agreement between William R.
                                Kiefer and the Company dated July 21, 1993
                                (incorporated by reference to Exhibit 10.20 to
                                the Company's Annual Report on Form 10-K for
                                the fiscal year ended December 31, 1993,
                                Commission File No. 1-10244).

           Exhibit 10.14        Employment Agreement between David L.
                                Robertson and the Company dated March 11, 1996
                                (incorporated by reference to Exhibit 10.2 to
                                the Company's Quarterly Report on Form 10-Q for
                                the quarter ended June 30, 1996, Commission
                                File No. 1-10244).

           Exhibit 10.15        Employment Agreement between Narendra M.
                                Pathipati and the Company dated December 16,
                                1993 (incorporated by reference to Exhibit
                                10.23 to the Company's Annual Report on Form
                                10-K for the fiscal year ended December 31,
                                1993, Commission File No. 1-10244).


                                     - 30 -

<PAGE>   31



           Exhibit 10.16        Employment Agreement between Mac S. White
                                and the Company dated July 28, 1993
                                (incorporated by reference to Exhibit 10.24 to
                                the Company's Annual Report on Form 10-K for
                                the fiscal year ended December 31, 1993,
                                Commission File No. 1-10244).

           Exhibit 10.17        Amendment dated July 19, 1993 to
                                Employment Agreement dated June 8, 1987 between
                                David M. Gould and the Company (incorporated by
                                reference to Exhibit 10.26 to the Company's
                                Annual Report on Form 10-K for the fiscal year
                                ended December 31, 1993, Commission File No.
                                1-10244).

           Exhibit 10.18        Employment Agreement between Earl E. Davis,
                                Jr. and the Company dated December 20, 1995
                                (incorporated by reference to Exhibit 10.3 to
                                the Company's Form 10-Q for the quarter ended
                                June 30, 1996, Commission File No. 1-10244).

           Exhibit 10.19        Employment Agreement between Mark E.
                                Kaplan and the Company dated August 13, 1996
                                (incorporated by reference to Exhibit 10.1 on
                                the Company's Quarterly Report on Form 10-Q for
                                the quarter ended September 30, 1996,
                                Commission File No. 1-10244).

           Exhibit 13.1         1996 Annual Report to Stockholders of
                                Weirton Steel Corporation (filed herewith).
                                Except for those portions of the Annual Report
                                specifically incorporated by reference, such
                                report is furnished for the information of the
                                Securities and Exchange Commission and is not
                                to be deemed filed as part of this Annual
                                Report on Form 10-K.

           Exhibit 22.1         Subsidiaries of the Company (incorporated
                                by reference to Exhibit 22.1 on the Company's
                                Annual Report on Form 10-K for the fiscal year
                                ended December 31, 1995, Commission File No.
                                1-10244).

           Exhibit 23.1         Consent of Arthur Andersen LLP, independent
                                public accountants (filed herewith).

           Exhibit 27           Financial data schedule for year ended
                                December 31, 1996 (filed herewith).

(b)      The Company filed reports on Form 8-K each in reference to Item 5
         thereof on May 29, 1996 and June 27, 1996.

(c)      The exhibits as listed under Item 14(a)(3), are filed herewith or
         incorporated herein by reference.

(d)      The financial statement schedules listed under Item 14(a)(2), are
         filed herewith.


                                     - 31 -
<PAGE>   32


                                   SIGNATURES


         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, Weirton Steel Corporation has duly caused
this Report to be signed on its behalf by the undersigned, thereunto duly
authorized, on the 27th day of March, 1997.

                                       WEIRTON STEEL CORPORATION


                                       By: /s/ Richard K. Riederer         
                                           --------------------------------
                                           Richard K. Riederer
                                           President and Chief Executive Officer

                                     - 32 -
<PAGE>   33



         Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, this Report has been signed below by the following persons on
behalf of Weirton Steel Corporation and in the capacities indicated on the 27th
day of March 1997.

/s/ Richard K. Riederer
-------------------------------------      -------------------------------------
Richard K. Riederer                        Mark G. Glyptis
President and Chief Executive Officer      Director
(principal executive officer)

/s/ Earl E. Davis                          /s/ Phillip A. Karber
-------------------------------------      -------------------------------------
Earl E. Davis                              Phillip A. Karber
Chief Financial Officer                    Director
(principal financial officer)


/s/ Mark E. Kaplan                         /s/ Joseph J. Nowak
-------------------------------------      -------------------------------------
Mark E. Kaplan                             Joseph J. Nowak
Controller                                 Director
(principal accounting officer)


/s/ Michael Bozic                          /s/ Robert S. Reitman
-------------------------------------      -------------------------------------
Michael Bozic                              Robert S. Reitman
Director                                   Director

/s/ James B. Bruhn                         /s/ Richard F. Schubert
-------------------------------------      -------------------------------------
James B. Bruhn                             Richard F. Schubert
Director                                   Director

/s/ Richard R. Burt                        /s/ Thomas R. Sturges
-------------------------------------      -------------------------------------
Richard R. Burt                            Thomas R. Sturges
Chairman of the Board of Directors         Director

/s/ Craig T. Costello                      /s/ David I. J. Wang
-------------------------------------      -------------------------------------
Craig T. Costello                          David I. J. Wang
Director                                   Director

/s/ Robert J. D'Anniballe, Jr.             /s/ Ronald C. Whitaker
-------------------------------------      -------------------------------------
Robert J. D'Anniballe, Jr.                 Ronald C. Whitaker
Director                                   Director


                                     - 33 -

<PAGE>   34


                                        
                                 EXHIBIT INDEX

      Exhibit 3.1          Restated Certificate of Incorporation of the Company
                           (incorporated by reference to Exhibit 3.1 to the
                           Company's Registration  Statement on Form S-1 filed
                           May 3, 1989, Commission File No. 33-28515).

      Exhibit 3.2          Certificate of Amendment to the Restated
                           Certificate of Incorporation of the Company
                           (incorporated by reference to Exhibit 3.2 to the
                           Company's Annual Report on Form 10-K for the fiscal
                           year ended December 31, 1994, Commission File No.
                           1-10244).

      Exhibit 3.3          By-laws of the Company (incorporated by reference to
                           Exhibit 3.3 to the Company's Registration Statement
                           on Form S-1 filed May 3, 1989, Commission File 
                           No. 33-28515).

      Exhibit 3.4          Amendment to the By-laws of the Company
                           (incorporated by reference to Exhibit 3.2 to the
                           Company's Annual Report on Form 10-K for the fiscal
                           year ended December 31, 1994, Commission File No.
                           1-10244).

      Exhibit 3.5          Certificate of the Designation, Powers, Preferences
                           and Rights of the Convertible Voting Preferred
                           Stock, Series A (incorporated by reference to
                           Exhibit 3.2 to the Company's Annual Report on Form
                           10-K for the fiscal year ended December 31, 1989,
                           Commission File No. 1-10244)

      Exhibit 4.1          Indenture dated October 17, 1989 between the Company
                           and First Bank (N.A.) as Trustee, relating to the
                           Company's 10-7/8% Senior Notes due October 15, 1999,
                           including Form of Note (incorporated by reference
                           to Exhibits 4.1 and 4.2 to the Company's Annual
                           Report on Form 10-K for the fiscal year ended
                           December 31, 1989, Commission File No. 1-10244).

      Exhibit 4.2          Indenture dated March 1, 1993 between the Company and
                           Bankers Trust Company, as trustee, relating to the
                           Company's 11-1/2% Senior Notes due 1998, including
                           Form of Note (incorporated by reference to Exhibit
                           4.1 to Amendment No. 2 to the Company's Registration
                           Statement on Form S-2 filed on February 9, 1993,
                           Commission File No. 33-53476).

      Exhibit 4.3          First Supplemental Indenture dated July 25,
                           1995 relating to the Company's 11-1/2% Senior
                           Notes due 1998 (incorporated by reference to
                           Exhibit 4.3 to the  Company's Registration
                           Statement on Form S-4 filed on July 27,
                           1995, Commission  File No. 33-61345).


                                     - 34 -

<PAGE>   35

      Exhibit 4.4          Second Supplemental Indenture dated as of
                           August 12, 1996 between the Company and Bankers
                           Trust Company, as trustee, relating to the
                           Company's 11-1/2% Senior Notes due 1998
                           (incorporated by reference to Exhibit  4.2
                           to the Company's Quarterly Report on Form
                           10-Q for the quarter ended June 30, 1996,
                           Commission File No 1-10244).

      Exhibit 4.5          Indenture dated as of June 12, 1995 between
                           the Company and Bankers Trust Company, as
                           trustee, relating to $125,000,000 principal
                           amount of 10-3/4% Senior Notes due 2003,
                           including Form of Note (incorporated  by
                           reference to Exhibit 4.4 to the Company's
                           Registration Statement on Form S-4 filed on
                           July 27, 1995, Commission File No. 33-61345).

      Exhibit 4.6          First Supplemental Indenture dated as of
                           August 12, 1996 between the Company and
                           Bankers Trust Company, as trustee, relating
                           to the Company's 10-3/4% Senior Notes due 2005
                           (incorporated by reference to Exhibit 4.1
                           to the Company's Quarterly Report on Form
                           10-Q for the quarter ended June 30, 1996,
                           Commission file No. 1-10244).

      Exhibit 4.7          Indenture dated July 3, 1996 between the
                           Company and Bankers Trust Company, as
                           trustee, relating to the Company's  11-3/8%
                           Notes due 2004 (incorporated by reference
                           to Exhibit 4.5 to the Company's Registration
                           Statement on Form S-4 filed on July 10, 1996,
                           Commission File No. 333-07913).

      Exhibit 10.1         Redacted Pellet Sale and Purchase
                           Agreement dated as of September 30, 1991
                           between Cleveland-Cliffs Iron Company and the
                           Company (incorporated by reference to Exhibit
                           10.18 to the Company's Quarterly Report on Form
                           10-Q for the quarter ended June 30, 1992,
                           Commission File No. 1-10244).

      Exhibit 10.2         Coke Sale Agreement dated December 9, 1996
                           between the Company and USX Corporation (filed
                           herewith).

      Exhibit 10.3         1984 Employee Stock Ownership Plan, as
                           amended and restated (incorporated by reference
                           to Exhibit 10.3 to the Company's Annual Report
                           on Form 10-K for the fiscal year ended December
                           31, 1989, Commission File No. 1-10244).

      Exhibit 10.4         1989 Employee Stock Ownership Plan
                           (incorporated by reference to Exhibit 10.4 to
                           the Company's Annual Report on Form 10-K for
                           the fiscal year ended December 31, 1989,
                           Commission File No. 1-10244).


                                     - 35 -

<PAGE>   36

      Exhibit 10.5         Amendments to the 1984 and 1989 Employee
                           Stock Ownership Plans, effective May 26, 1994
                           (incorporated by reference to Exhibit 10.5 to
                           the Company's Annual Report on Form 10-K for
                           the fiscal year ended December 31, 1995).

      Exhibit 10.6         1987 Stock Option Plan  (incorporated  by
                           reference to Exhibit 10.5 to the Company's
                           Registration Statement on Form S-1 filed May 3,
                           1989, Commission File No. 33-28515)

      Exhibit 10.7         Deferred Compensation Plan for Directors
                           (incorporated by reference to Exhibit 10.19 of
                           the Company's Annual Report on Form 10-K for
                           the fiscal year ended December 31, 1990,
                           Commission File No. 1-10244).

      Exhibit 10.8         Employment Agreement between Richard K.
                           Riederer and the Company dated April 24, 1996
                           (incorporated by reference to Exhibit 10.1 to
                           the Company's Quarterly Report on Form 10-Q for
                           the quarter ended June 30, 1996, Commission
                           File No. 1-10244).

      Exhibit 10.9         Letter Agreement between Richard K. Riederer
                           and the Company dated December 24, 1996
                           (filed herewith).

      Exhibit 10.10        Employment Agreement between James B. Bruhn
                           and the Company (incorporated  by reference
                           to Exhibit 10.11 to the Company's
                           Registration Statement on Form S-1 filed May
                           3, 1989, Commission File No. 33-28515).

      Exhibit 10.11        Employment Agreement between Thomas W.
                           Evans and the Company dated April 21, 1987,
                           including Amendment dated July 19, 1993
                           (incorporated by reference to Exhibit 10.8 to
                           the Company's Annual Report on Form 10-K for
                           the fiscal year ended December 31, 1994 and
                           Exhibit 10.28 to the Company's Annual Report on
                           Form 10-K for the fiscal year ended December
                           31, 1993, Commission File No. 1-10244).

      Exhibit 10.12        Employment Agreement between Craig T.
                           Costello and the Company dated July 20, 1993
                           (incorporated by reference to Exhibit 10.19 to
                           the Company's Annual Report on Form 10-K for
                           the fiscal year ended December 31, 1993,
                           Commission File No. 1-10244).

      Exhibit 10.13        Employment Agreement between William R.
                           Kiefer and the Company dated July 21, 1993
                           (incorporated by reference to Exhibit 10.20 to
                           the Company's Annual Report on Form 10-K for
                           the fiscal year ended December 31, 1993,
                           Commission File No. 1-10244).

      Exhibit 10.14        Employment Agreement between David L.
                           Robertson and the Company dated March 11, 1996
                           (incorporated by reference to Exhibit 10.2 to


                                     - 36 -

<PAGE>   37


                           the Company's Quarterly Report on Form 10-Q for
                           the quarter ended June 30, 1996, Commission
                           File No. 1-10244).

      Exhibit 10.15        Employment Agreement between Narendra M.
                           Pathipati and the Company dated December 16,
                           1993 (incorporated by reference to Exhibit
                           10.23 to the Company's Annual Report on Form
                           10-K for the fiscal year ended December 31,
                           1993, Commission File No. 1-10244).

      Exhibit 10.16        Employment Agreement between Mac S. White
                           and the Company dated July 28, 1993
                           (incorporated by reference to Exhibit 10.24 to
                           the Company's Annual Report on Form 10-K for
                           the fiscal year ended December 31, 1993,
                           Commission File No. 1-10244).

      Exhibit 10.17        Amendment dated July 19, 1993 to
                           Employment Agreement dated June 8, 1987 between
                           David M. Gould and the Company (incorporated by
                           reference to Exhibit 10.26 to the Company's
                           Annual Report on Form 10-K for the fiscal year
                           ended December 31, 1993, Commission File No.
                           1-10244).

      Exhibit 10.18        Employment Agreement between Earl E. Davis,
                           Jr. and the Company dated December 20, 1995
                           (incorporated by reference to Exhibit 10.3 to
                           the Company's Form 10-Q for the quarter ended
                           June 30, 1996, Commission File No. 1-10244).

      Exhibit 10.19        Employment Agreement between Mark E.
                           Kaplan and the Company dated August 13, 1996
                           (incorporated by reference to Exhibit 10.1 on
                           the Company's Quarterly Report on Form 10-Q for
                           the quarter ended September 30, 1996,
                           Commission File No. 1-10244).

      Exhibit 13.1         1996 Annual Report to Stockholders of
                           Weirton Steel Corporation (filed herewith).
                           Except for those portions of the Annual Report
                           specifically incorporated by reference, such
                           report is furnished for the information of the
                           Securities and Exchange Commission and is not
                           to be deemed filed as part of this Annual
                           Report on Form 10-K.

      Exhibit 22.1         Subsidiaries of the Company (incorporated
                           by reference to Exhibit 22.1 on the Company's
                           Annual Report on Form 10-K for the fiscal year
                           ended December 31, 1995, Commission File No.
                           1-10244).

      Exhibit 23.1         Consent of Arthur Andersen LLP, independent public
                           accountants (filed herewith).

      Exhibit 27           Financial data schedule for year ended
                           December 31, 1996 (filed herewith).


                                     - 37 -

<PAGE>   38
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                        ON FINANCIAL STATEMENT SCHEDULES


To the Board of Directors of
Weirton Steel Corporation:

We have audited in accordance with generally accepted auditing standards, the
consolidated financial statements included in Weirton Steel Corporation's
annual report to stockholders incorporated by reference in this Form 10-K, and
have issued our report thereon dated January 21, 1997. Our audit was made for
the purpose of forming an opinion on those statements taken as a whole. The
schedules listed in the index in Item 14(a)2 of the Form 10-K are the
responsibility of the Company's management and are presented for purposes of
complying with the Securities and Exchange Commission's rules and are not a
part of the basic financial statements. These schedules have been subjected to
the auditing procedures applied in the audit of the basic financial statements
and, in our opinion, fairly state in all material respects the financial data
required to be set forth therein in relation to the basic financial statements
taken as a whole.

                                                            ARTHUR ANDERSEN LLP

Pittsburgh, Pennsylvania,
   January 21, 1997

                                      S-1
<PAGE>   39

WEIRTON STEEL CORPORATION
CONDENSED PARENT COMPANY STATEMENTS OF INCOME
Schedule I
(Dollars in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                            Year Ended Decembrer 31,
                                                                        1996             1995             1994     
                                                                   -------------    -------------    -------------
<S>                                                                  <C>              <C>              <C>        
NET SALES                                                             $1,383,301       $1,351,711       $1,260,864

OPERATING COSTS:
    Cost of sales                                                      1,282,424        1,179,950        1,136,936
    Discount on sale of finance receivables to subsidiary                 19,768           18,522           14,719
    Selling, general and administrative expense                           35,600           31,142           28,563
    Depreciation                                                          58,019           54,699           46,309
    Restructuring charge                                                  16,959                -                -
    Provision for profit sharing                                               -           22,499           17,581
    Insurance recoveries                                                       -          (41,502)         (20,000)
                                                                   -------------    -------------    -------------  
       Total operating costs                                           1,412,770        1,265,310        1,224,108
                                                                   -------------    -------------    -------------
 INCOME (LOSS) FROM OPERATIONS                                           (29,469)          86,401           36,756
                                                                   -------------    -------------    ------------- 

    Adjustment to carrying value of damaged facility                          -             9,000           44,746
    Interest expense                                                     (43,806)         (41,920)         (49,260)
    Interest income                                                        6,191            5,423            6,330
    Dividends received from subsidary                                      6,436            6,056            5,529
    ESOP contribution                                                     (2,610)          (2,610)          (2,610)
                                                                   -------------    -------------    -------------   
INCOME (LOSS) BEFORE INCOME TAXES                                        (63,258)          62,350           41,491
    Income tax provision (benefit)                                       (12,335)          12,181            6,484
                                                                   -------------    -------------    -------------  
INCOME (LOSS) BEFORE EXTRAORDINARY ITEM                                  (50,923)          50,169           35,007
    Loss on early extinguishment of debt, net                             (5,431)          (6,718)          (3,851)
                                                                   -------------    -------------    -------------   
NET INCOME (LOSS)                                                     $  (56,354)      $   43,451       $   31,156
                                                                   =============    =============    =============  

Less: Preferred stock dividend requirement                                     -                -            2,339
                                                                   -------------    -------------    -------------  
NET INCOME (LOSS) APPLICABLE TO COMMON SHARES                         $  (56,354)      $   43,451       $   28,817
                                                                   =============    =============    =============  

PER SHARE DATA:
    Weighted average number of common shares
       and equivalents (in thousands)                                     42,370           43,781           34,470

 Net income (loss) before extraordinary items                         $    (1.20)      $     1.15       $     0.95
    Loss on early extinguishment of debt                                   (0.13)           (0.16)           (0.11)
                                                                   -------------    -------------    -------------    
 NET  INCOME (LOSS) PER COMMON SHARE                                  $    (1.33)      $     0.99       $     0.84
                                                                   =============    =============    =============  
</TABLE>

                                      S-2


<PAGE>   40



WEIRTON STEEL CORPORATION
CONDENSED PARENT COMPANY BALANCE SHEET
Schedule I
(Dollars in thousands, except share amount)

<TABLE>
<CAPTION>
                                                                                December 31,
                                                                         1996                  1995       
                                                                    ------------           ------------
<S>                                                                  <C>                    <C>
Assets:
Cash and equivalents                                                  $  102,876             $  121,690
Receivables                                                               15,608                 15,996
Inventories:
     Raw materials                                                        87,733                 77,557
     Work-in-process                                                      76,526                 86,491
     Finished goods                                                       94,880                 91,312
Deferred income taxes                                                     51,872                 49,245
Other current assets                                                       3,574                  7,309
                                                                    ------------           ------------       
     Total current assets                                                433,069                449,600

Property, plant and equipment, net                                       610,494                586,430
Investment in Weirton Receivables, Inc.                                  125,707                129,927
Intangible asset                                                               -                 31,412
Deferred income taxes                                                     95,933                 88,607
Other assets and deferred charges                                         18,162                 15,834
                                                                    ------------           ------------      
     Total assets                                                     $1,283,365             $1,301,810
                                                                    ============           ============   
Liabilities:
Current liabilities:
     Payables                                                         $  164,778             $  123,105
     Employment costs                                                     65,067                 88,115
     Pension liablity                                                     12,000                 12,471
     Other                                                                28,670                 27,858
                                                                    ------------           ------------      
                                                                         270,515                251,549
Long term debt obligations                                               430,820                407,869
Long term pension obligations                                             74,750                 94,689
Postretirement benefits other than pensions                              329,154                317,893
Other long term liabilities                                               26,941                 25,348
                                                                    ------------           ------------      
     Total liabilities                                                 1,132,180              1,097,348
                                                                    ------------           ------------    

Redeemable stock                                                          18,447                 15,868
Stockholders' equity:
Common stock, $0.01 par value; 50,000,000
  authorized;42,592,850 and 42,289,944 shares issued                         426                    423
Additional paid-in capital                                               455,311                454,197
Retained earnings                                                       (321,742)              (265,388)
Other stockholders' equity                                                (1,257)                  (638)
                                                                    ------------           ------------        
     Total stockholders' equity                                          132,738                188,594
                                                                    ------------           ------------     

     Total liabilities, redeemable stock and 
       stockholders' equity                                           $1,283,365             $1,301,810
                                                                    ============           ============   
</TABLE>

                                      S-3


<PAGE>   41

WEIRTON STEEL CORPORATION
CONDENSED PARENT COMPANY STATEMENT OF CASH FLOWS
Schedule I
(Dollars in thousands)

<TABLE>
<CAPTION>
                                                                                     Years Ended December 31,
                                                                               1996            1995           1994      
                                                                          -------------    -----------    ------------
<S>                                                                          <C>            <C>             <C>
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES                              $  31,293      $ 125,362       $  54,808

CASH FLOWS USED BY INVESTING ACTIVITIES

     Spending to restore damaged facilities                                           -         (2,948)        (74,611)
     Less: Insurance recoveries                                                       -          9,000          45,000
     Other capital spending                                                     (67,937)       (49,410)        (37,456)
     Investment in Weirton Receivables, Inc.                                      4,220        (18,833)          5,819
                                                                          -------------    -----------    ------------    

NET CASH USED BY INVESTING ACTIVITIES                                           (63,717)       (62,191)        (61,248)

CASH FLOWS PROVIDED (USED) BY FINANCING ACTIVITIES

     Repayment of debt obligations                                             (105,676)      (118,800)       (101,101)
     Proceeds from the issuance of common stock                                       -              -         116,087
     Redemption of preferred stock, Series B                                          -              -         (25,000)
     Proceeds from issuance of long term debt obligations                       122,610        125,000               -
     Common shares issuable                                                         773           (577)          1,454
     Dividends paid                                                                   -              -          (2,339)
     Deferred financing costs                                                    (4,097)        (4,325)         (2,245)
                                                                          -------------    -----------    ------------    
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES                                 13,610          1,298         (13,144)

NET CHANGE IN CASH AND EQUIVALENTS                                              (18,814)        64,469         (19,584)
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD                                     121,690         57,221          76,805
                                                                          -------------    -----------    ------------   
CASH AND EQUIVALENTS AT END OF PERIOD                                         $ 102,876      $ 121,690       $  57,221
                                                                          =============    ===========    ============  


SUPPLEMENTAL CASH FLOW INFORMATION
     Interest paid, net of capitalized interest                               $  40,275      $  44,416       $  52,091
     Income taxes paid (refunded), net                                           (3,699)        10,593               -
     Dividends from Weirton Receivable, Inc.                                      6,436          6,805           5,181
</TABLE>

                                      S-4


<PAGE>   42



Weirton Steel Corporation and Subsidiary
Valuation and Qualifying Accounts
For the years ended December 31, 1996, 1995 and 1994
Schedule II
(dollars in thousands)


<TABLE>
<CAPTION>
                                                               Balance at     Charges to                    Balance at
                                                              Beginning of     Cost and                       End of
               Description                            Year       Period        Expense      Deductions        Period   
-----------------------------------------            ------   ------------    ----------   ------------     ----------
<S>                                                   <C>      <C>             <C>           <C>            <C>
Allowance for doubtful accounts,
discounts, claims and allowances

                                                      1996      $ 8,688        $26,832        $27,836        $ 7,684

                                                      1995        6,405         19,396         17,113          8,688

                                                      1994        5,719         17,302         16,616          6,405


Valuation allowance for deferred
tax assets

                                                      1996      $30,943        $10,306        $              $41,249

                                                      1995       42,640              -         11,697         30,943

                                                      1994       50,768              -          8,128         42,640
</TABLE>


                                      S-5