<PAGE>   1

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                       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, 1999
                          COMMISSION FILE NO. 1-10244

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

<TABLE>
<S>                                            <C>
                  DELAWARE                              06-1075442
       (State or other jurisdiction of               (I.R.S. Employer
       incorporation or organization)              Identification No.)

          400 THREE SPRINGS DRIVE,
           WEIRTON, WEST VIRGINIA                         26062
  (Address of principal executive offices)              (Zip code)
</TABLE>

        REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 304-797-2000

             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 $0.01 Per Share                     New York
             11 3/8% Notes due 2004                             New York
             10 3/4% Notes due 2005                             New York
</TABLE>

           SECURITIES REGISTERED UNDER SECTION 12(g) OF THE ACT: None

     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 21, 2000, the aggregate market value
of the voting stock held by nonaffiliates of the Registrant was $342,612,303.
(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 21, 2000 was 41,528,764.

                      DOCUMENTS INCORPORATED BY REFERENCE

(1) Certain portions of the Registrant's 1999 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 2000 Annual Meeting
    of Stockholders are incorporated by reference into Part III of this Annual
    Report on Form 10-K to the extent provided herein.

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<PAGE>   2

                               TABLE OF CONTENTS

                                      ITEM

<TABLE>
<CAPTION>
                                                                        PAGE
                                                                        ----
<S>       <C>                                                           <C>
PART I
     1.   Business....................................................    1
     2.   Properties..................................................   12
     3.   Legal Proceedings...........................................   13
     4.   Submission of Matters to a Vote of Security Holders.........   13

PART II
     5.   Market for the Registrant's Common Equity and Related
            Stockholder Matters.......................................   13
     6.   Selected Financial Data.....................................   14
     7.   Management's Discussion and Analysis of Results of
            Operations and Financial Condition........................   14
     7A.  Quantitative and Qualitative Disclosures About Market
            Risk......................................................   14
     8.   Financial Statements and Supplementary Data.................   14
     9.   Changes in and Disagreements with Accountants on Accounting
            and Financial Disclosure..................................   14

PART III
     10.  Directors and Executive Officers of the Registrant..........   14
     11.  Executive Compensation......................................   16
     12.  Security Ownership of Certain Beneficial Owners and
            Management................................................   16
     13.  Certain Relationships and Related Transactions..............   16

PART IV
     14.  Exhibits, Financial Statement Schedules, and Reports on Form
            8-K.......................................................   17

SIGNATURES............................................................   21

EXHIBIT INDEX.........................................................   22

FINANCIAL STATEMENT SCHEDULES.........................................  S-2
</TABLE>
<PAGE>   3

                                     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 over 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. The Company's
products cover a broad range of gauges, finishes and performance specifications.

     In addition to its core product offerings, the Company's joint venture W&A
Manufacturing LLC ("W&A") offers a steel roofing product and the Company's joint
venture GalvPro L.P. ("GalvPro") offers a galvanized product greater than 48"
wide. See "Business Strategy" under Item 1.

     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,
1999 are shown in the following table. Total revenues include the sale of
"secondary" products, principally those products not meeting prime
specifications.

<TABLE>
<CAPTION>
                                                    1999    1998    1997    1996    1995
                                                    ----    ----    ----    ----    ----
<S>                                                 <C>     <C>     <C>     <C>     <C>
Sheet products....................................   59%     60%     62%     59%     64%
Tin mill products.................................   41      40      38      41      36
                                                    ---     ---     ---     ---     ---
                                                    100%    100%    100%    100%    100%
                                                    ===     ===     ===     ===     ===
</TABLE>

     Sheet Products. The Company's presence in the overall domestic Sheet
Products market is limited. 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 focuses
on increasing its mix of cold roll and galvanized products. As part of this
strategy, the Company expects to supply up to one half of the cold roll
requirements of GalvPro, the Company's galvanizing joint venture with
Koninklijke Hoogovens, now a unit of Corus Group plc. See "Business Strategy"
under Item 1. While the Company's efforts are aimed at increasing the mix of
cold rolled and coated products, the relative strength of markets for individual
product offerings has a strong influence on the mix of products the Company
ships in any given period.

                                        1
<PAGE>   4

     The following table provides information concerning the Company's shipments
of Sheet Products relative to the domestic industry for the periods shown.

                                 SHEET PRODUCTS
                            HISTORICAL MARKET SHARE

<TABLE>
<CAPTION>
                                         1999      1998      1997      1996      1995
                                         ----      ----      ----      ----      ----
                                                    (IN THOUSANDS OF TONS)
<S>                                     <C>       <C>       <C>       <C>       <C>
Industry shipments....................  50,993    51,586    52,015    50,022    47,845
Company shipments (1).................   1,743     1,771     1,918     1,957     1,955
Company market share..................     3.4%      3.4%      3.7%      3.9%      4.1%
</TABLE>

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

(1) Includes secondary products.

     Description of Sheet Product Offerings. 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 1999, the Company shipped 752 thousand tons of
hot rolled sheet, which accounted for 19% of 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 1999, the Company shipped 373 thousand
tons of cold rolled sheet, which accounted for 13% of 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 1999, the Company shipped 618 thousand tons of galvanized
products, which accounted for 27% of total revenues.

     Tin Mill Products. Historically, the Company has emphasized the production
and sale of tin mill products, as a result of which it has become one of the
largest domestic producers of TMP. The Company has enjoyed substantial market
share and a widely held reputation as a high quality producer of TMP. During
1999, the Company's market share of TMP was approximately 20%, which was
consistent with its historic market share levels. Although categorized as "tin
mill products," these products actually comprise a wide variety of light gauge
coated steels, including black plate, tin coated steel and electrolytic chromium
coated steel. The TMP market is primarily directed at food and general line
cans. While the domestic TMP market offers limited opportunities for expansion,
as part of its ongoing strategy, the Company continues to seek new product and
market opportunities by capitalizing on developing specialty markets.

     The following table provides information concerning the Company's shipments
of TMP relative to the domestic industry for the periods shown.

                               TIN MILL PRODUCTS
                            HISTORICAL MARKET SHARE

<TABLE>
<CAPTION>
                                             1999     1998     1997     1996     1995
                                             ----     ----     ----     ----     ----
                                                      (IN THOUSANDS OF TONS)
<S>                                          <C>      <C>      <C>      <C>      <C>
TMP industry shipments.....................  3,771    3,714    4,058    4,108    3,942
Company shipments (1)......................    771      804      854      899      763
Company market share.......................     20%      22%      21%      22%      19%
</TABLE>

                                        2
<PAGE>   5

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

(1) Includes secondary products.

     Sales and Distribution Logistics. The Company's products are primarily sold
through salaried Company employees who operate from corporate headquarters and
through nine regional locations. Sales orders taken in the field are subject to
home office approval. The sales organization is closely linked with technical
service 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.

     To supplement its traditional sales force, the Company has, since October
1996, initiated product sales over the Internet. The Company currently sells its
prime, excess prime and non-prime products through MetalSite L.P. ("MetalSite").
See "Business Strategy" under Item 1. The Company expects to continue to explore
and develop new means and methods of expanding customer access through
electronic markets.

     Market Demand and Customers. The demand for rolled carbon steel products in
the United States has been strong and consistent for the past seven years.
Domestic producers and foreign producers exporting to the United States have
benefited from strong domestic consumption during most of that time. The long
duration of strong rates of domestic consumption is unusual in the history of
the steel industry. The outlook for domestic carbon steel consumption for 2000
is also positive. However, a variety of factors including overall strength of
the U.S. economy, consumer purchases of automobiles and appliances, new housing
development and industrial steel orders affect the domestic demand for steel.
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.

     The following table shows the principal types of customers for the
Company's products for the years indicated.

<TABLE>
<CAPTION>
                                                    1999    1998    1997    1996    1995
                                                    ----    ----    ----    ----    ----
<S>                                                 <C>     <C>     <C>     <C>     <C>
Service Centers and Sheet and Strip Converters....   48%     44%     43%     44%     40%
Food..............................................   23      25      23      24      21
Pipe and Tube.....................................   10      12      14      15      15
Construction......................................    7       9       8       7       8
Consumer Durables.................................    2       2       3       3       3
Exports...........................................    4       3       3       2       8
Other.............................................    6       5       6       5       5
                                                    ---     ---     ---     ---     ---
                                                    100%    100%    100%    100%    100%
                                                    ===     ===     ===     ===     ===
</TABLE>

     A substantial portion of the Company's revenues is 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. The Company continually attempts to develop customer bases in
other portions of the United States as well as abroad. In 1999, the Company's
exports reached one of the highest levels in Company history, reflecting a
concerted effort to explore and develop international markets. The Company
exported 105 thousand tons of TMP, representing 4% of its total shipments.

     The majority of the Company's TMP sales have been to can manufacturing and
packaging companies, a substantial amount of whose annual requirements are
established in advance. Domestic TMP markets are characterized by a small number
of manufacturers and an increasing concentration of buying power. During 1999,
shipments to the Company's five largest TMP customers accounted for 25% of total
revenues. Shipments to the Company's largest customer, Ball Corporation,
accounted for approximately 11% of total revenues. The balance of 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. Because the annual requirements of the Company's
largest TMP customers are established in advance, the TMP market has generally
offered a more stable pricing environment than Sheet Products.

                                        3
<PAGE>   6

RELATED PRODUCTS AND SERVICES

     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

     The Company's strategic objective is to be a first tier global provider in
terms of cost, quality and customer service, of specialty plated, coated and
cold rolled products. The Company's business strategy seeks to achieve this
objective by: (i) continuing to implement cost and productivity improvements;
(ii) maximizing utilization of its assets; and (iii) developing markets for and
capacity to produce higher value-added products.

     Over the past four years, the Company has pursued initiatives to
aggressively improve operating profit margins so that it would be better
positioned to compete with other domestic and foreign producers. Prior to 1996,
the Company's strategic efforts focused on cost reductions through major capital
improvements, particularly for its hot mill and steelmaking operations.

     More recently, the Company's strategy has included developing partnerships
and joint ventures designed to create further opportunities for higher
value-added products and to more fully harness electronic commerce and to create
value. This has resulted in the formation of four new ventures since 1997: WeBCo
International LLC ("WeBCo"), GalvPro, W&A, and MetalSite.

     WeBCo. WeBCo is a joint venture formed in September 1997 by the Company and
Balli Group, plc., a United Kingdom based trading company. WeBCo's objective is
to penetrate new foreign markets for the export of the Company's products and to
expand the Company's domestic offerings with a range of products complementary
to those from its own mill. WeBCo has played a key role in finding and
developing TMP market opportunities in Germany and the United Kingdom. Focusing
its export activities in WeBCo, the Company exported 53 thousand tons of TMP in
1999, its highest export level ever. While export opportunities are dramatically
affected by the relative strength of foreign economies, the Company expects that
WeBCo will assist the Company in maximizing future export opportunities.

     GalvPro. GalvPro is a joint venture formed in the fourth quarter of 1997 by
the Company and affiliates of Dutch steelmaker Koninklijke Hoogovens (now a unit
of Corus Group plc). In 1998, GalvPro obtained financing and began construction
on a state of the art 300,000 ton per year 60-inch hot dip galvanizing facility
in Jeffersonville, Indiana. Construction of the facility was substantially
completed and GalvPro began producing galvanized sheet product in the fourth
quarter of 1999. The Company anticipates that GalvPro will penetrate new markets
in the Midwestern United States where it is geographically advantaged. Further,
the Company believes GalvPro will access markets for galvanized products wider
than the 48" product the Company is otherwise able to produce. The Company also
expects to benefit from being a major cold roll substrate supplier to GalvPro.

     W&A. W&A is a joint venture formed in the second quarter of 1998 between
the Company and ATAS International. W&A produces a steel roofing product for
commercial and residential use. The Company and W&A are seeking to expand the
market for steel roofing and capture a significant share of that emerging
market. The Company also expects to benefit by supplying the galvanized coils
used to manufacture W&A's steel roofing.

     MetalSite. MetalSite is a partnership venture formed in November 1998 by
the Company, LTV Corporation and Steel Dynamics Inc. During 1999, Bethlehem
Steel Corporation, Ryerson Tull, Inc. and Internet Capital Group, Inc. ("ICG")
were added as partners. Prior to November 15, 1998, MetalSite was a component of
the Company. MetalSite provides a secure, web-based market place for buyers and
sellers of steel. The Company currently sells prime, excess prime and non-prime
products through MetalSite's web site. The Company anticipates that MetalSite
will continue to explore electronic commerce opportunities related to the metals
industry. Such opportunities may come in the form of: (i) sales of prime, excess
prime and secondary steel
                                        4
<PAGE>   7

products via internet auction and on-line listing formats; (ii) sales of other
metals including aluminum, copper and zinc in an electronic marketplace; (iii)
advertising on the website; and (iv) providing a forum for parties along the
steel supply chain to communicate electronically.

     In addition to product sales and its ownership percentage in MetalSite, the
Company expects to realize benefits from the efficiency of electronic exchange
of information with customers, suppliers, transportation providers and other
parties utilizing the site.

     The Company sold a portion of its interest in MetalSite to ICG in December
1999 resulting in net cash proceeds to the Company of $170.1 million.

     The MetalSite transaction, along with the reduction of approximately $127
million in debt over the last two years has significantly improved the financial
position from which the Company can seek to pursue strategic alternatives. The
Company will continue to explore opportunities to improve its profit margins,
balance sheet and productivity as well as capitalize on value added steel
product markets. As it has for the past several years, the Company may form
further strategic partnerships and alliances which will enable it to capitalize
on new and emerging markets for steel products and services.

RAW MATERIALS

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

     The Company has a contract with a subsidiary of Cleveland-Cliffs Inc. to
purchase the Company's standard and flux grade iron ore pellet requirements.
This contract, which extends through 2006, provides for a minimum tonnage of
pellets to be supplied based on mine production capacity and for pricing
dependent on mine production costs. The Company has entered into an amendment to
its existing agreement with that supplier extending through 2005 to purchase its
additional pellet requirements based on competitive market prices.

     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. 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. During the period in 1999 that its No. 4
Blast Furnace was idled, the Company and the supplier adjusted the minimum
volume requirements under the contract. Coke prices under the contract are based
on the prevailing market, subject to a ceiling and floor over the life of the
contract and a limit on annual change. The Company cannot predict whether, or
upon what terms, the coke supply agreement may be extended or replaced. However,
in order to reduce its vulnerability to single source procurement, the Company
continues to develop and utilize alternative sources of coke, including from
overseas suppliers. The Company, like other steelmakers, has utilized
technologies calculated to achieve some reduction in the consumption of coke in
blast furnace operations. Nevertheless, if coke making capacity available to the
industry were to decline faster than alternative sources could be developed,
future coke prices may be subject to significant escalation.

     The Company obtains its limestone, tin, zinc and other raw materials
requirements, in most cases, from multiple sources with the issue being price
and quality rather than availability of supply.

     The Company utilizes scrap in its steelmaking process. Scrap 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 occasionally have exceeded its capacity to
produce them, and production outages from iron or steelmaking operations have
required the use of slabs from outside sources. Generally, the Company has been
able to purchase

                                        5
<PAGE>   8

slabs as and when needed. While its No. 4 Blast Furnace remained idle in 1999,
the Company was able to obtain a sufficient supply of outside slabs to maintain
operations at levels required by its order book.

     The primary sources of energy used by the Company in its steel
manufacturing process are natural gas and electricity. In recent years, the
Company has entered into natural gas purchase contracts with gas suppliers and
transportation contracts with transmission companies. These arrangements have
helped to reduce or control fluctuations in prices paid for gas. The Company
also has a contract, expiring in 2011, for the supply of oxygen and nitrogen
requirements to its steelmaking facilities. This agreement significantly reduced
the Company's oxygen and nitrogen supply costs compared to prior arrangements.

     The Company generates in its own facilities a significant amount of
electricity and steam for its processing operations from a mixture of blast
furnace gas and natural gas. The Company has in effect through 2001 a power
generation deferral agreement with its outside electric utility, which permits
the Company to purchase outside power at greatly reduced rates in exchange for
limiting its internal power generation. The Company expects to pursue
alternative electric power supply sources when free market practices for
electricity are implemented in its home state of West Virginia. This could
happen as early as 2001.

     The Company continually attempts to conserve and reduce the consumption of
energy in its steelmaking operations. The Company evaluates and seeks to utilize
technological developments and improved operating practices to accomplish these
goals. A number of the Company's facilities have alternate fuel burning
capability, increasing their flexibility to utilize more economic fuels from
time to time.

     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. Where
feasible, the Company seeks to protect itself against rapid price rises in
commodities and energy by means of forward buying activities. The Company seeks
to avail itself of the benefits of price decreases by continuing to participate
in spot market purchases. To the extent deemed appropriate, the Company also
protects the availability of supplies, such as for natural gas, by means of non-
interruptible contracts.

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

COMPARATIVE PRODUCTION AND SHIPMENTS

     The rebound in domestic steel industry production and shipments which had
occurred over the five year period from 1993 through 1997 was halted in the
second half of 1998 due to record levels of imports. Capacity utilization, which
had peaked at 93% in 1995, dropped to 86% in 1998 and 84% in 1999 as most
domestic steelmakers, including the Company, curtailed production in response to
the oversupply condition brought on by the import glut. In addition to curtailed
production, capacity utilization was affected by new steel production and
finishing facilities entering the market place

     In 1999, the Company produced 1.8 million tons of raw steel on a one blast
furnace configuration and shipped 2.5 million tons of finished and semi-finished
steel products. 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, 1999.

                                        6
<PAGE>   9

                            PRODUCTION AND SHIPMENTS
                            HISTORICAL MARKET SHARE

<TABLE>
<CAPTION>
                                             1999     1998     1997     1996     1995
                                             ----     ----     ----     ----     ----
                                                      (IN THOUSANDS OF TONS)
<S>                                          <C>      <C>      <C>      <C>      <C>
Company
  Raw steel production.....................    1.8      2.8      2.9      2.8      2.8
  Capability...............................    3.0      3.0      3.0      3.0      3.0
  Utilization..............................     63%(1)    93%     97%      95%      95%
  Shipments................................    2.5      2.6      2.8      2.9      2.7
  Shipments as a percentage of industry
     total.................................    2.4%     2.5%     2.6%     2.9%     2.8%

Industry
  Raw steel production.....................  107.2    107.6    105.4    102.2    102.7
  Capability...............................  128.1    125.3    119.0    116.1    110.4
  Utilization..............................     84%      86%      89%      90%      93%
  Shipments................................  105.1    102.1    105.5    100.5     97.5
</TABLE>

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

(1) The Company's utilization is based on a one blast furnace configuration in
    1999.

COMPETITION AND OTHER INDUSTRY FACTORS

     The domestic steel industry is a cyclical business with intense competition
on a global scale. Manufacturers of non-steel products, including plastics,
aluminum, cardboard, ceramics and glass, have made substantial competitive
inroads into traditional steel markets offering substitute materials sometimes
with enhanced performance at lower prices. The international steel industry's
high level of production capacity relative to demand levels can adversely affect
the U.S. industry and has come to result in cyclical selling price reductions
across a broad range of steel products.

     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. These capital projects, together with other
developments, such as manning and work rule changes, information management and
improved operating practices, have tended to lower costs and enhance the
competitive advantages of those producers who make them. The Company has
responded to competitive cost reductions through its own capital improvement
programs and ongoing cost reduction efforts to achieve operating efficiencies.

     Domestic producers face increasing competition from foreign steelmakers
over a wide range of products. As a percentage of domestic consumption, steel
imports excluding semi-finished products (primarily slabs) have surged to
historical highs, amounting to approximately 21%, 26% and 20% in 1999, 1998 and
1997, respectively. Imports of hot rolled and cold rolled products increased 42%
in 1998 compared to 1997, but declined significantly in 1999 as a result of fair
trade enforcement actions discussed below. Imports of TMP have risen
substantially in the past two years, amounting to approximately 17.5%, 12.3% and
10.8% of domestic consumption in 1999, 1998 and 1997, respectively. Competition
in the industry is influenced increasingly by global trade patterns and currency
fluctuations. For example, a strong U.S. Dollar, weak demand in Asian markets
and financial crises in Russia have created intense competitive pressure from
steel imports over the past several years. Moreover, some foreign producers, as
a result of mergers and other consolidations in their regions, have achieved
greater resources for global scale competition extending into the domestic
market.

     Competition with foreign steel producers has been marked by unfairly
priced, or "dumped," products and subsidization. Dumping, which involves selling
a product below cost or for less than in a home market, is a violation of U.S.
trade laws. Given the strategic role of the steel industry in many countries,
some foreign steelmakers are aligned with governmental interests and thereby
influenced by political and economic policy considerations, as well as
prevailing market conditions. As a result, these producers may maintain
production capabilities at the expense of returns generally considered
acceptable for the domestic industry to operate profitably and, when their home
market demand is slack, seek to flood the U.S. market with deeply discounted

                                        7
<PAGE>   10

products. On September 30, 1998, the Company, 11 of its competitors and two
labor organizations filed trade cases involving dumping and subsidization
against imported hot rolled steel from Brazil, Japan, and Russia. The cases were
filed with the U.S. International Trade Commission (the "ITC") and the U.S.
Department of Commerce. Anti-dumping cases were filed against the three
countries, while a subsidy complaint was also filed against Brazil. In November
1998, the ITC issued a preliminary ruling that the high volumes of low-priced
imported steel had damaged the domestic steel industry. In February 1999, the
Commerce Department issued a preliminary ruling in favor of the U.S. producers
on the hot rolled cases against Brazil and Japan. The Commerce Department
imposed anti-dumping duties against the steel producers of both nations, as well
as countervailing duties against the Brazilian producers. (Countervailing duties
are meant to counter the effect of government subsidization.) The anti-dumping
margins ranged from 25% to 67% against Japanese producers and were to range from
50% to 71% against Brazilian producers. However, in June 1999, the Commerce
Department reached an agreement limiting the import volume of Brazilian hot
rolled products for five years, thereby superseding the duties. Also in June,
the ITC confirmed the injury resulting from the Japanese hot rolled imports
thereby permitting the dumping duties against them to remain in effect for five
years. A preliminary finding also was made against Russian producers, but was
replaced in July 1999 by a five year quota agreement on a variety of products,
including hot rolled coil, cold rolled and galvanized sheet and slabs. Among
other things, the agreement provides for significant reductions in the permitted
import tonnages of these products, except for slabs, whose tonnages are allowed
to increase significantly, and a price floor on hot rolled coil.

     In June 1999, the Company and seven other domestic producers filed trade
cases against allegedly illegal imports of cold rolled steel from 12 countries
(Argentina, Brazil, China, Indonesia, Japan, Russia, Slovakia, South Africa,
Taiwan, Thailand, Turkey and Venezuela). In November 1999, the Commerce
Department assessed preliminary duties ranging from 17 % to 178% on cold rolled
products from seven of the named countries and in December 1999 assessed
preliminary duties ranging from 5% to 49% on cold rolled products from the
remaining five named countries. In January 2000, final antidumping
determinations ranging from 17% to 81 % and countervailing duties ranging from
7% to 11% were announced by the Commerce Department on cold rolled products from
six of the 12 countries. However, on March 3, 2000, the ITC reversed the
Commerce Department determination through a finding that the domestic industry
was not injured by the imports. The Company believes that the ITC's
determinations are erroneous, but if it proceeds on the same basis, it is likely
to render negative determinations in the other six cases. Unless successfully
appealed, the determination will result in an end to any dumping duty
requirements and a return of duties.

     In October 1999, the Company and two labor organizations also filed anti
dumping actions against TMP imports from Japan. In December 1999, the ITC ruled
that domestic TMP producers had been injured by Japanese imports. The Commerce
Department is expected to announce preliminary duties on those products in mid
April 2000. The Department is expected to announce final determinations in June
and the ITC is expected to make final determinations of injury in August.

     The Company believes that the successful trade cases in hot rolled sheet
have helped to reduce import volumes, stabilize prices and increase the relative
competitive strengths of domestic producers. Successes against one group of
foreign producers in certain product lines sometimes has been followed by
increased imports from such producers in other lines, or from producers in other
countries in the same lines. Efforts to rationalize these shifting factors and
reduce the need to file cases through legislative efforts, such as quota bills,
generally have not been successful. Accordingly, so long as the relative
strength of the U.S. currency and economy and the relative weakness of many
foreign currencies and economies make it attractive to export to the U.S.
market, continued strong competitive pressures from foreign steelmakers can be
anticipated. The Company will continue to seek vigorous enforcement of U.S.
trade laws and regulations in appropriate cases to assure that foreign
competition takes place on a fair basis.

     Integrated steelmakers also face strong 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 produced
lower profit margin products, such as bars, rods, wire and other commodity-type
steel products not produced by the Company. Thin cast technology has allowed
mini-mills to enter sheet markets supplied by integrated producers, and they are
now competing in the hot rolled, cold rolled and galvanized marketplace. In
other instances, mini-mills seeking to
                                        8
<PAGE>   11

capture segments of the flat rolled market have located facilities where they
are geographically advantaged compared to their integrated competition.
Mini-mills generally continue to have a cost advantage over integrated steel
producers, particularly for labor, and when scrap prices are low. 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 larger
integrated mills

     The Company's primary competitors in Sheet Products consist of most
domestic and international integrated steel producers and mini-mills. The
Company's primary domestic TMP competitors in recent years have been USX
Corporation, LTV Corporation, Bethlehem Steel Corporation, National Steel
Corporation, Wheeling Pitt - Ohio Coatings and USS-POSCO Industries. However,
imports, particularly from Japan, have increasingly penetrated the market.

     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 through 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 1999, 1998, and 1997, the Company spent approximately $2.0,
$5.9 million, and $4.1 million, respectively, for research and development
activities.

     WEIRTEC, the Company's research and development center, is the industry
leader in the advancement of steel can making technology, maintaining prototype
steel packaging manufacturing facilities, analytical laboratory facilities and
computer simulation systems in Weirton, West Virginia. 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.

     In 1999, WEIRTEC capitalized on the Company's production expertise,
particularly in coated products, by developing two new steel products with
advanced coatings: Weirlube with a dry-film lubricant coating and Performax with
an acrylic coating that resists finger marking.

     Longer-term research projects have also included clean steel production
techniques, polymer to steel lamination, and the application of galvanized steel
products to the residential and commercial construction industry. The Company
believes that the WEIRTEC scientists, engineers, technicians and 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 $0.7 million in 1999, $11.5 million in 1998, and $8.4 million in
1997. For 2000, the Company has budgeted approximately $2.3 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

                                        9
<PAGE>   12

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.

1996 CONSENT DECREE

     Under a 1996 consent decree the Company entered into with the Environmental
Protection Agency (the "EPA"), and the West Virginia Division of Environmental
Protection (the "DEP"), the Company paid a civil penalty and was required to
undertake certain capital projects to assure compliance with water, air and
waste-related regulations in accordance with detailed construction schedules.
The consent decree also provided for stipulated penalties for non-compliance
with certain of the decree's provisions.

     The capital projects undertaken in connection with the decree included
upgrades and modifications to air emissions control equipment, wastewater
treatment systems and waste handling facilities. Construction of most of the
projects has been substantially completed, resulting in Company expenditures of
approximately $ 15.3 million through 1999. A significant portion of these
expenditures had been included in the Company's capital budget prior to the
consent decree. The Company anticipates that it will expend approximately an
additional $1.0 million through 2000 to complete the construction and
implementation of the remaining capital projects.

     The new projects and other terms of the consent decree have necessitated
changes in operating procedures at the Company's facilities. Generally, these
changes have tended to increase operating costs. Based on its experience thus
far, however, the Company does not believe that resulting increased costs will
be material to its results of operations.

WATER DISCHARGE PERMITTING

     In February 1997, the Company reached a settlement with the DEP regarding
outstanding issues under its National Pollutant Discharge Elimination System
("NPDES") permit renewal, which has since been amended twice. Among other
things, the amended settlement requires the Company to achieve compliance with
more stringent effluent limitations and to conduct certain defined studies
related to the limitations by specified deadlines. It is not possible at this
time to accurately predict the costs which may be necessary to achieve
compliance with the final limitations, in part because DEP has not made final
determinations regarding the limitations.

CORRECTIVE ACTION ORDER

     A Resource Conservation and Recovery Act ("RCRA") corrective action order
related to the consent decree and covering the Company's plant was issued by the
EPA in 1996. The order requires the Company to conduct investigative activities
and interim corrective measures to determine the nature and extent of hazardous
substances which may be located on the Company's property and to evaluate and
propose corrective measures needed to abate unacceptable risks. Areas within the
Company's property have been prioritized, work plans for the first two areas
have been developed and investigations have been implemented in compliance with
the order. Generally, these activities are at an early stage. Moreover, their
future course and timing will depend to a significant extent on acceptance of
the Company's investigation work plans by the EPA and the investigation results.
As a result, the Company does not know the nature or extent of hazardous
substances 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. At December 31, 1999, the Company has accrued a total of approximately
$9.0 million related to cleanup costs for environmental liabilities, including
costs associated with the corrective action order. 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.

                                       10
<PAGE>   13

     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. According to the agreements pursuant to which the Company purchased
its operating assets, the Company is entitled to indemnification from the seller
for certain environmental liabilities, including those relating to the
remediation of certain contaminated sites, as more fully described below.

     The Company and/or its predecessors have been conducting steel
manufacturing and related disposal operations for over 90 years. The Company and
its predecessors also have disposed of solid and hazardous wastes at various
off-site waste disposal sites. Although the Company and its predecessors
utilized operating and disposal practices that were standard in the industry at
the time, hazardous substances may have been released on or under these sites.
Under CERCLA and similar state laws, the Company may be required to remediate
contamination at some of these sites or participate in the sharing of
remediation 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 believes that if 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 rights of
indemnity or reimbursement in favor of the Company as more fully described
below.

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 1983, the Company's predecessors, and after 1983 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, the materials disposed of by the Company were not classified as
hazardous wastes under applicable law. At this time, definitive closure plans
and post-closure care plans have not been adopted. The Company's rights to
indemnification concerning the closure of this facility are limited to $1.0
million. Although there can be no assurances, the Company does not anticipate
that its costs for site closure will exceed the limitation on its right to
indemnification.

SEVEN & SEVEN INC. SITE

     During demolition and cleanup activities of the former Mainland Coke Plant,
the Company arranged for certain hazardous substances to be taken to the Seven &
Seven Inc. ("7&7") facility in Wooster, Ohio for recycling. In 1998, 7&7
liquidated, leaving un-recycled hazardous wastes at its facility. In May 1999,
20 corporate entities, including the Company (collectively, the "7&7 PRPs"),
received a General Notice of Potential Liability from the EPA, advising the
recipients that the site would be investigated and remediated by the EPA
pursuant to CERCLA and the recipients would be held liable for such response
costs. The 7&7 PRPs have executed an administrative order concerning this matter
which awaits signing by the Department of Justice. The order provides for the
Company to pay 3.2% of the total costs incurred. The 7&7 PRPs have contributed
an aggregate of $625,000 thus far to comply with the order and have received
estimates that the total costs to complete the work (excluding payment of EPA
costs) could range up to $ 1.4 million (including certain contingencies). The
Company believes that it may be entitled to indemnification, as described below,
for the costs incurred by the Company to comply with the order.

     Indemnification. According to the agreements by which the Company acquired
the assets of the Weirton Steel Division (the "Division") from National Steel
Corporation ("National") in January 1984, the Company is entitled to
indemnification from National for liabilities, including governmental and
third-party claims, arising from violations of environmental laws and
regulations prior to the acquisition, and National is entitled to
indemnification from the Company concerning those matters after the acquisition.
Furthermore, subject to the $1.0 million limitation applicable to the Hanover
Site described above, the Company is generally entitled to reimbursement for all
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
                                       11
<PAGE>   14

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 and on the parties' agreement as to contractual coverage of the
claims.

     In 1999, the Company received $2.2 million from National for remediation
costs that were subject to the indemnification.

EMPLOYEES

     At December 31, 1999, the Company had 4,302 active employees, of whom 3,285
were engaged in the manufacture of steel products, 520 in support services, 120
in sales and marketing activities and 377 in management and administration. Of
the 4,302 active employees at December 31, 1999, 62 were on short-term layoff.
Since 1992, the Company has implemented various strategic programs designed to
reduce its workforce primarily through retirement programs and attrition. The
Company reduced its supervisory and managerial workforce by 12% in 1999.

     At December 31, 1999, approximately 3,566 Company employees in bargaining
units covering production and maintenance workers, clerical workers and nurses
were represented by the Independent Steelworkers Union (the "ISU"). The Company
is a party to collective bargaining agreements with the ISU for those units and
with the Independent Guard Union for security personnel, which expire in March
2001 and May 2000, respectively. The Company believes that the terms of its
collective bargaining agreements are generally comparable to those between other
major steel producers and their unions. However, the Company's agreements
provide for the continuation of a Company-wide profit sharing plan pursuant to
which up to 35% of adjusted net earnings may be paid to employees and
substantially eliminate many restrictive workrules pertaining to the assignment
and scheduling of employees.

     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 23.4% of the outstanding common and substantially all
of the outstanding preferred shares of the Company at December 31, 1999. These
securities represented approximately 46.7% of the voting power of the Company's
voting stock.

ITEM 2.  PROPERTIES

     The Company owns approximately 2,700 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 two operable blast furnaces with
an annual hot metal capacity of approximately 2.6 million tons. In March 1997,
the Company completed 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 $85.0 million. The rebuild was designed to
increase iron production and quality, improve production efficiencies, reduce
costs and enhance environmental protection. In December 1998, the Company
temporarily idled its smaller No. 4 Blast Furnace to more closely align iron
production with reduced demand, which necessitated the purchase of some outside
slabs for finishing purposes. See Item 1. "Business--Raw Materials." The Company
restarted its No. 4 Blast Furnace in December 1999. The Company's ironmaking
operations through 1996 also included a sinter plant, used to process scale,
sludge and other by-products for
                                       12
<PAGE>   15

recycling back into blast furnace operations. In December 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 facility remains idle pending ongoing
assessment. The Company has purchased 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.

                                    PART II

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

     As of March 21, 2000, there were 41,528,764 shares of common stock, $.01
par value ("Common Stock"), outstanding held by 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, 1999, pursuant to these covenants, the Company could pay
dividends on its Common Stock of up to $132.7 million.

     As of March 21, 2000, 9,575,739 shares of Common Stock, or 23.1% 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 6,014 participants who were active or former
employees of the Company. In addition, as of March 21, 2000 there were 1,644,260
shares of Convertible Voting Preferred Stock, Series A (the "Series A Preferred
Stock"), outstanding. 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 1,601,429 shares of the Series A Preferred Stock, or over 97.4%
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 6,861
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
                                       13
<PAGE>   16

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.

<TABLE>
<CAPTION>
                                               2000(1)           1999             1998
                                             -----------      -----------      -----------
                                             HIGH    LOW      HIGH    LOW      HIGH    LOW
                                             ----    ---      ----    ---      ----    ---
<S>                                          <C>     <C>      <C>     <C>      <C>     <C>
QUARTER
First......................................  10 13/16 6 1/16   2 1/8   1 7/16   3 3/16  2 11/16
Second.....................................                    2 7/8   1 7/16   4 7/16  3 3/8
Third......................................                    2 7/8   1 7/8    3 7/8   2 1/2
Fourth.....................................                    7 3/16  2 1/16   2 1/2   1 1/2
</TABLE>

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

(1) First Quarter 2000 through March 21, 2000.

ITEM 6.  SELECTED FINANCIAL DATA

     The information required by this Item is incorporated herein by reference
to the caption "Selected Financial and Statistical Data" of the Company's 1999
Annual Report to Stockholders. With the exception of the information
specifically incorporated by reference, the 1999 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 the "Management's Discussion and Analysis" caption of Company's 1999 Annual
Report to Stockholders. With the exception of the information specifically
incorporated by reference, the 1999 Annual Report to Stockholders is not to be
deemed filed as part of this Report for purposes of this Item.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The information required by this Item is incorporated by reference to the
"Quantitative and Qualitative Disclosures About Market Risk" caption within
"Management's Discussion and Analysis" in the Company's 1999 Annual Report to
Stockholders. With the exception of the information specifically incorporated by
reference, the 1999 Annual Report to Stockholders is not 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 the Company's 1999 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 1999 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.

                                    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 2000 Annual Meeting
of Stockholders. With the exception of the information specifically incorporated
by reference, said definitive Proxy Statement is not deemed to be filed as part
of this report for purposes of this item.

                                       14
<PAGE>   17

EXECUTIVE OFFICERS OF THE COMPANY

     The executive officers of the Company as of March 27, 2000 were as follows:

<TABLE>
<CAPTION>
                                            AGE AT
                 NAME                   MARCH 27, 2000                        OFFICE
                 ----                   --------------                        ------
<S>                                     <C>              <C>
Richard K. Riederer...................        56         Chief Executive Officer

John H. Walker........................        42         President and Chief Operating Officer

Craig T. Costello.....................        52         Executive Vice President

Earl E. Davis, Jr.....................        51         Executive Vice President--Affiliated Operations

David L. Robertson....................        56         Executive Vice President--Human Resources and
                                                         Corporate Law

Narendra M. Pathipati.................        42         Senior Vice President--Corporate Development and
                                                         Strategy

Thomas W. Evans.......................        63         Vice President--Materials Management

William R. Kiefer.....................        50         Vice President--Law and Secretary

Frank G. Tluchowski...................        49         Vice President--Engineering and Technology

Mark E. Kaplan........................        38         Vice President--Information Technology and
                                                         Controller

Michael J. Scott......................        37         Vice President--Sales and Marketing
</TABLE>

     Richard K. Riederer has been Chief Executive Officer since November 1995.
From January 1995 to March 2000, he was President. 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.

     John H. Walker was named President and Chief Operating Officer on March 21,
2000. Mr. Walker was employed by Kaiser Aluminum Corporation as Corporate Vice
President and President--Flat Rolled Products from July 1997 to March 2000 and
as Vice President--Operations from September 1996 to July 1997. Prior to that,
Mr. Walker was employed by the Company as Vice President--Operations from August
1995 to September 1996. He was General Manager--Operations from 1994 to 1995 and
Director--Operations Planning from 1990 to 1994. Mr. Walker was elected as a
director on March 29, 2000.

     Craig T. Costello was Chief Operating Officer from January 1997 to March
21, 2000. From September 1994 to the present, he also served as Executive Vice
President. 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. Mr.
Costello will be retiring effective April 1, 2000.

     Earl E. Davis, Jr. was named Executive Vice President--Affiliated
Operations on March 27, 2000. Prior to that, Mr. Davis served as Executive Vice
President--Commercial beginning in October 1997. From July 1995 to October 1997,
he served as Vice President--Finance and Chief Financial Officer. From May 1994
to July 1995, he served as Controller. From August 1991 to April 1994, he served
as Assistant Controller. He has been a director of the Company since October
1997.

     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.

                                       15
<PAGE>   18

     Narendra M. Pathipati has been serving as Senior Vice President--Corporate
Development and Strategy since October 1997. From July 1995 until October 1997,
Mr. Pathipati served as Vice President--Corporate Development and Strategy. He
also served as Treasurer of the Company from August 1991 to July 1995.

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

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

     Frank G. Tluchowski was appointed to the position of Vice
President--Engineering and Technology in February 1998. Prior to that
appointment, Mr. Tluchowski served as General Manager--Engineering since
September 1996. He was also area manager of the tin mill from November 1990 to
September 1996.

     Mark E. Kaplan was appointed Vice President--Information Technology in
March 1999. Mr. 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.

     Michael J. Scott was named Vice President--Sales and Marketing on March 27,
2000. Mr. Scott was employed by National Steel Corporation from 1997 through
1999 as General Manager--Construction Sales Group. Prior to that, he was
employed by Cresco Steel Service Center as General Manager from 1995 to 1996.

ITEM 11.  EXECUTIVE COMPENSATION

     The information required by this Item with respect to Directors of the
Company is incorporated herein by reference to the caption "Executive
Compensation" in the Company's definitive Proxy Statement relating to its 2000
Annual Meeting of Stockholders. With the exception of the information
specifically incorporated by reference, said definitive Proxy Statement is not
deemed to be filed as part of this report for purposes of this Item.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information required by this Item with respect to Directors of the
Company 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 2000 Annual Meeting of Stockholders. With the
exception of the information specifically incorporated by reference, said
definitive Proxy Statement is not deemed to be filed as part of this report for
purposes of this Item.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     None.

                                       16
<PAGE>   19

                                    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, 1999, 1998 and 1997..........................   (*)

      Consolidated Balance Sheets as of December 31, 1999 and
        1998......................................................   (*)

      Consolidated Statements of Cash Flows for the years ended
        December 31, 1999, 1998 and 1997..........................   (*)

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

      Supplementary Financial Information.........................   (*)
      ---------
        * Incorporated in this Report by reference from the
          Company's 1999 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:

<TABLE>
    <S>            <C>
    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).
</TABLE>

                                       17
<PAGE>   20

<TABLE>
<S>             <C>
Exhibit 4.2     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 4.3     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 4.4     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
                (incorporated by reference to Exhibit 10.2 to the Company's Annual Report on Form 10-K for
                the fiscal year ended December 31, 1996, Commission File No. 1-10244).

Exhibit 10.3    Securities Purchase Agreement evidencing the sale of a portion of the Company's interest in
                MetalSite L.P. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K
                of Internet Capital Group, Inc., filed on January 11, 2000, Commission File No. 000-26929).

Exhibit 10.4    Amended and Restated Receivables Participation Agreement among Weirton Steel Corporation,
                various financial institutions and PNC Bank (filed herewith).

Exhibit 10.5    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 10.6    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 10.7    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 10.8    Weirton Steel Corporation 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 10.9    Weirton Steel Corporation 1998 Stock Option Plan (incorporated by reference to Exhibit 10.7
                to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1997,
                Commission File No. 1-10244).

Exhibit 10.10   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).
</TABLE>

                                       18
<PAGE>   21
<TABLE>
    <S>            <C>
    Exhibit 10.11  Weirton Steel Corporation Executive Healthcare Program
                   effective date July 1, 1999 (filed herewith).

    Exhibit 10.12  Weirton Steel Corporation Supplemental Senior Executive
                   Retirement Plan (incorporated by reference to the Exhibit
                   10.10 of the Company's Annual Report on Form 10-K for the
                   fiscal year ended December 31, 1997, Commission File No.
                   1-10244).

    Exhibit 10.13  Weirton Steel Corporation Supplemental Executive Retirement
                   Plan (incorporated by reference to Exhibit 10.11 of the
                   Company's Annual Report on Form 10-K for the fiscal year
                   ended December 31, 1997, Commission File No. 1-10244).

    Exhibit 10.14  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 10.15  Letter Agreement between Richard K. Riederer and the Company
                   dated December 24, 1996 (incorporated by reference to
                   Exhibit 10.9 to the Company's Annual Report on Form 10-K for
                   the fiscal year ended December 31, 1996, Commission File No.
                   1-10244).

    Exhibit 10.16  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 10.17  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 10.18  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 10.19  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 10.20  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 10.21  Employment Agreement between Earl E. Davis, Jr. and the
                   Company, as amended dated March 25, 1998 (incorporated by
                   reference to Exhibit 10.1 to the Company's Form 10-Q for the
                   quarter ended March 30, 1998, Commission File No. 1-10244).

    Exhibit 10.22  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 10.23  Employment Agreement between Frank G. Tluchowski and the
                   Company dated April 9, 1998 (incorporated by reference to
                   Exhibit 10.2 on the Company's Quarterly Report on Form 10-Q
                   for the quarter ended March 30, 1998 Commission File No.
                   1-10244).
</TABLE>

                                       19
<PAGE>   22
<TABLE>
    <S>            <C>
    Exhibit 13.1   1999 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 (filed herewith).

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

    Exhibit 27     Financial data schedule for year ended December 31, 1999
                   (filed herewith).
</TABLE>

     (b) Reports on Form 8-K -- None.

     (c) The exhibits 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.

                                       20
<PAGE>   23

                                   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 29th day of March 2000.

                                            WEIRTON STEEL CORPORATION

                                            By: /s/ RICHARD K. RIEDERER
                                              ----------------------------------
                                                     Richard K. Riederer
                                                   Chief Executive Officer

     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 29th day of
March 2000.

/s/ RICHARD K. RIEDERER
------------------------------------------------------
Richard K. Riederer
Director and Chief Executive Officer
(principal executive and financial officer)

/s/ MARK E. KAPLAN
------------------------------------------------------
Mark E. Kaplan
Controller
(principal accounting officer)

/s/ MICHAEL BOZIC
------------------------------------------------------
Michael Bozic
Director

/s/ RICHARD R. BURT
------------------------------------------------------
Richard R. Burt
Chairman of the Board of Directors

/s/ ROBERT J. D'ANNIBALLE, JR.
------------------------------------------------------
Robert J. D'Anniballe, Jr.
Director

/s/ EARL E. DAVIS
------------------------------------------------------
Earl E. Davis
Director

/s/ GEORGE E. DOTY, JR.
------------------------------------------------------
George E. Doty, Jr.
Director

/s/ MARK G. GLYPTIS
------------------------------------------------------
Mark G. Glyptis
Director

/s/ RALPH E. REINS
------------------------------------------------------
Ralph E. Reins
Director

/s/ ROBERT S. REITMAN
------------------------------------------------------
Robert S. Reitman
Director

/s/ RICHARD F. SCHUBERT
------------------------------------------------------
Richard F. Schubert
Director

/s/ THOMAS R. STURGES
------------------------------------------------------
Thomas R. Sturges
Director

/s/ JOHN H. WALKER
------------------------------------------------------
John H. Walker
Director

/s/ RONALD C. WHITAKER
------------------------------------------------------
Ronald C. Whitaker
Director

/s/ D. LEONARD WISE
------------------------------------------------------
D. Leonard Wise
Director

                                       21
<PAGE>   24

                                 EXHIBIT INDEX

<TABLE>
<S>                <C>
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 4.2        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 4.3        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 4.4        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 (incorporated by reference to
                   Exhibit 10.2 to the Company's Annual Report on Form 10-K for
                   the fiscal year ended December 31, 1996, Commission File No.
                   1-10244).
Exhibit 10.3       Securities Purchase Agreement evidencing the sale of a
                   portion of the Company's Interest in MetalSite L.P.
                   (incorporated by reference to Exhibit 2.1 to the Current
                   Report on Form 8-K of Internet Capital Group, Inc., filed on
                   January 11, 2000, Commission File No. 000-26929).
Exhibit 10.4       Amended and Restated Receivables Participation Agreement
                   among Weirton Steel Corporation, various financial
                   institutions and PNC Bank (filed herewith).
Exhibit 10.5       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 10.6       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).
</TABLE>

                                       22
<PAGE>   25
<TABLE>
<S>                <C>
Exhibit 10.7       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 10.8       Weirton Steel Corporation 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 10.9       Weirton Steel Corporation 1998 Stock Option Plan
                   (incorporated by reference to Exhibit 10.7 to the Company's
                   Annual Report on Form 10-K for the fiscal year ended
                   December 31, 1997, Commission File No. 1-10244).
Exhibit 10.10      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 10.11      Weirton Steel Corporation Executive Healthcare Program
                   effective date July 1, 1999 (filed herewith).
Exhibit 10.12      Weirton Steel Corporation Supplemental Senior Executive
                   Retirement Plan (incorporated by reference to the Exhibit
                   10.10 of the Company's Annual Report on Form 10-K for the
                   fiscal year ended December 31, 1997, Commission File No.
                   1-10244).
Exhibit 10.13      Weirton Steel Corporation Supplemental Executive Retirement
                   Plan (incorporated by reference to Exhibit 10.11 of the
                   Company's Annual Report on Form 10-K for the fiscal year
                   ended December 31, 1997, Commission File No. 1-10244).
Exhibit 10.14      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 10.15      Letter Agreement between Richard K. Riederer and the Company
                   dated December 24, 1996 (incorporated by reference to
                   Exhibit 10.9 to the Company's Annual Report on Form 10-K for
                   the fiscal year ended December 31, 1996, Commission File No.
                   1-10244).
Exhibit 10.16      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 10.17      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 10.18      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 10.19      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 10.20      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 10.21      Employment Agreement between Earl E. Davis, Jr. and the
                   Company, as amended dated March 25, 1998 (incorporated by
                   reference to Exhibit 10.1 to the Company's Form 10-Q for the
                   quarter ended March 30, 1998, Commission File No. 1-10244).
</TABLE>

                                       23
<PAGE>   26
<TABLE>
<S>                <C>
Exhibit 10.22      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 10.23      Employment Agreement between Frank G. Tluchowski and the
                   Company dated April 9, 1998 (incorporated by reference to
                   Exhibit 10.2 on the Company's Quarterly Report on Form 10-Q
                   for the quarter ended March 30, 1998 Commission File No.
                   1-10244).
Exhibit 13.1       1999 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 (filed herewith).
Exhibit 23.1       Consent of Arthur Andersen LLP, independent public
                   accountants (filed herewith).
Exhibit 27         Financial data schedule for year ended December 31, 1999
                   (filed herewith).
</TABLE>

                                       24
<PAGE>   27

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                        ON FINANCIAL STATEMENT SCHEDULES

To the Board of Directors of
Weirton Steel Corporation:

     We have audited in accordance with auditing standards generally accepted in
the United States, 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 25, 2000. 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 our 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.

                                                         /s/ ARTHUR ANDERSEN LLP

Pittsburgh, Pennsylvania,
January 25, 2000

                                       S-1
<PAGE>   28

                           WEIRTON STEEL CORPORATION
                 CONDENSED PARENT COMPANY STATEMENTS OF INCOME

                                   SCHEDULE 1
                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                YEAR ENDED DECEMBER 31,
                                                         --------------------------------------
                                                            1999          1998          1997
                                                            ----          ----          ----
<S>                                                      <C>           <C>           <C>
NET SALES..............................................  $1,090,791    $1,254,796    $1,397,204
OPERATING COSTS:
  Cost of sales........................................   1,034,658     1,116,450     1,258,035
  Discount on sale of finance receivables to
     subsidiary........................................      10,764        18,014        19,369
  Selling, general and administrative expense..........      39,523        34,186        32,544
  Depreciation.........................................      59,086        60,677        60,855
  Restructuring charge.................................          --         2,871        17,000
  Asset impairment.....................................      22,522            --            --
  Profit sharing provision.............................      15,473            --            --
                                                         ----------    ----------    ----------
     Total operating costs.............................   1,182,026     1,232,198     1,387,803
                                                         ----------    ----------    ----------
INCOME (LOSS) FROM OPERATIONS..........................     (91,235)       22,598         9,401
  Gain on sale of investment, net......................     170,117            --            --
  Equity income (loss) from unconsolidated
     subsidiaries......................................      (2,506)        5,038         8,323
  Interest expense.....................................     (42,483)      (43,687)      (48,095)
  Other income, net....................................       3,257         5,929         5,597
  ESOP contribution....................................      (1,305)       (2,610)       (2,610)
                                                         ----------    ----------    ----------
INCOME (LOSS) BEFORE INCOME TAXES......................      35,845       (12,732)      (27,384)
  Income tax provision (benefit).......................       4,898        (6,605)       (9,642)
                                                         ----------    ----------    ----------
NET INCOME (LOSS)......................................  $   30,947    $   (6,127)   $  (17,742)
                                                         ==========    ==========    ==========
PER SHARE DATA:
  Weighted average number of common shares (in
     thousands):
  Basic................................................      41,600        41,924        42,622
  Diluted..............................................      43,299        41,924        42,622
NET INCOME (LOSS) PER SHARE:
  Basic................................................  $     0.74    $    (0.15)   $    (0.42)
  Diluted..............................................  $     0.71    $    (0.15)   $    (0.42)
</TABLE>

                                       S-2
<PAGE>   29

                           WEIRTON STEEL CORPORATION
                    CONDENSED PARENT COMPANY BALANCE SHEETS

                                   SCHEDULE I
                  (DOLLARS IN THOUSANDS, EXCEPT SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                                    DECEMBER 31,
                                                              ------------------------
                                                                 1999          1998
                                                                 ----          ----
<S>                                                           <C>           <C>
Assets:
Current assets:
  Cash and equivalents......................................  $  182,422    $   53,063
  Receivables...............................................         389           229
  Inventories...............................................     186,710       259,332
  Deferred income taxes.....................................      42,517        43,254
  Other current assets......................................       3,136         7,710
                                                              ----------    ----------
     Total current assets...................................     415,174       363,588
Property, plant and equipment, net..........................     514,464       574,692
Investment in and advances to unconsolidated subsidiaries...     128,735       129,065
Deferred income taxes.......................................     118,094       115,822
Other assets and deferred charges...........................      10,744        12,273
                                                              ----------    ----------
  Total Assets..............................................  $1,187,211    $1,195,440
                                                              ==========    ==========
Liabilities:
Current liabilities:
  Current portion of long term debt obligations.............  $       --    $   84,044
  Payables..................................................     142,930       120,811
  Employment costs..........................................      81,689        63,941
  Other current liabilities.................................      31,005        25,674
                                                              ----------    ----------
     Total current liabilities..............................     255,624       294,470
Long term debt obligations..................................     304,768       304,626
Long term pension obligations...............................      91,295        81,908
Postretirement benefits other than pensions.................     327,664       337,441
Other long term liabilities.................................      30,886        33,214
                                                              ----------    ----------
     Total Liabilities......................................   1,010,237     1,051,659
Redeemable Stock............................................      22,973        22,238
Stockholders' Equity:
Common stock, $0.01 par value; 50,000,000 shares authorized;
  43,499,363 and 43,178,134 shares issued...................         435           432
Additional paid-in capital..................................     458,249       457,851
Retained earnings (deficit).................................    (298,194)     (329,141)
Other stockholders' equity..................................      (6,489)       (7,599)
                                                              ----------    ----------
     Total Stockholders' Equity.............................     154,001       121,543
                                                              ----------    ----------
  Total Liabilities, Redeemable Stock and Stockholders'
     Equity.................................................  $1,187,211    $1,195,440
                                                              ==========    ==========
</TABLE>

                                       S-3
<PAGE>   30

                           WEIRTON STEEL CORPORATION
               CONDENSED PARENT COMPANY STATEMENTS OF CASH FLOWS

                                   SCHEDULE I
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                 YEARS ENDED DECEMBER 31,
                                                             --------------------------------
                                                               1999        1998        1997
                                                               ----        ----        ----
<S>                                                          <C>         <C>         <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES..................  $ 69,659    $ 18,188    $ 53,800
CASH FLOWS PROVIDED (USED) BY INVESTING ACTIVITIES
  Proceeds from sale of investment, net....................   170,117          --          --
  Investment in unconsolidated subsidiaries................    (3,769)     24,531      10,347
  Capital spending.........................................   (21,614)    (48,691)    (60,070)
                                                             --------    --------    --------
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES...........   144,734     (24,160)    (49,723)
CASH FLOWS PROVIDED (USED) BY FINANCING ACTIVITIES
  Repayment of debt obligations............................   (84,233)    (42,831)         --
  Common shares issuable...................................      (101)        532         664
  Purchase of common shares for treasury...................        --      (6,283)         --
  Deferred financing costs.................................      (700)         --          --
                                                             --------    --------    --------
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES...........   (85,034)    (48,582)        664
NET CHANGE IN CASH AND EQUIVALENTS.........................   129,359     (54,554)      4,741
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD................    53,063     107,617     102,876
                                                             --------    --------    --------
CASH AND EQUIVALENTS AT END OF PERIOD......................  $182,422    $ 53,063    $107,617
                                                             ========    ========    ========
SUPPLEMENTAL CASH FLOW INFORMATION
  Interest paid, net of capitalized interest...............  $ 46,147    $ 45,953    $ 48,489
  Income taxes paid (refunded), net........................    (3,191)      7,803      (2,556)
  Dividends from Weirton Receivables, Inc..................       921       2,971       4,232
</TABLE>

                                       S-4
<PAGE>   31

                    WEIRTON STEEL CORPORATION AND SUBSIDIARY
                       VALUATION AND QUALIFYING ACCOUNTS

              FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
                             (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,            1999     $ 8,574       $30,747      $30,019      $ 9,302
  discounts, claims and allowances........
                                            1998       9,853        32,001       33,280        8,574
                                            1997     $ 7,684       $30,865      $28,696      $ 9,853
Valuation allowance for deferred tax        1999     $46,868       $14,218      $21,374      $39,712
  assets..................................
                                            1998      45,547         1,321           --       46,868
                                            1997     $41,249       $ 4,298      $    --      $45,547
</TABLE>

                                       S-5