<PAGE>

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                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D. C. 20549

                                  FORM 10-K/A
                               (AMENDMENT NO. 1)

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

                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001
                          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: None

             SECURITIES REGISTERED UNDER SECTION 12(g) 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                OTC Bulletin Board
             11 3/8% Notes due 2004                      New York Stock Exchange
            10  3/4% Notes due 2005                      New York Stock Exchange
</Table>

     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.  ___

     Based on the closing price as of March 22, 2002, the aggregate market value
of the voting stock held by nonaffiliates of the Registrant was $29,663,340.85.
(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.)

     The number of shares of Common Stock ($.01 par value) of the Registrant
outstanding as of March 22, 2002 was 41,841,883.

                   DOCUMENTS INCORPORATED BY REFERENCE: None

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

     The undersigned Registrant hereby amends certain items in their entirety in
its Annual Report on Form 10-K for the year ended December 31, 2001 as follows:

                               TABLE OF CONTENTS
                                      ITEM

<Table>
<Caption>
                                                                            PAGE
                                                                            ----
<S>           <C>                                                           <C>
PART I
     Item 1.  Business....................................................    1

PART II
     Item 7.  Management's Discussion and Analysis of Financial Condition
                and Results of Operations.................................   22
     Item 8.  Financial Statements and Supplementary Data.................   32

SIGNATURES................................................................   64

EXHIBIT INDEX.............................................................   65

FINANCIAL STATEMENT SCHEDULES.............................................  S-2
</Table>
<PAGE>

PART I - ITEM 1 "BUSINESS" IS AMENDED IN ITS ENTIRETY TO READ AS FOLLOWS:

                                     PART I

ITEM 1.  BUSINESS

STEEL INDUSTRY OVERVIEW

     The United States steel industry is in a state of crisis characterized by
record operating losses, more than two dozen bankruptcies, and a permanent
closure of a significant amount of productive capacity, particularly in the past
18 months. The domestic steel industry is cyclical and highly competitive and is
affected by excess world capacity that has limited price increases during
periods of economic growth and greater price competition during periods of
slowing demand and/or increasing supply. Weirton, like most United States
integrated steel producers, has sustained significant operating losses and a
decrease of liquidity as a result of adverse market conditions due to the
current slowing economic conditions, which have been exacerbated by the
September 11, 2001 terrorist attacks on the United States, and depressed selling
prices caused in substantial part by dramatic increases in imported steel since
1998.

     Prior to the events of September 11, 2001, industry analysts had expected
an improvement in steel prices as early as the fourth quarter of 2001. Based
upon announced price increases it now appears that price improvements will begin
to be realized in the second quarter of 2002. However, the sustainability of
price improvements is predicated on decreasing supply because of permanent
production cuts in the United States, a decline in imports due to trade cases
filed by steel producers and the impact of recent tariffs imposed on March 5,
2002 by President Bush on 12 categories of steel products, including tin mill,
hot-rolled, cold-rolled and galvanized products, which are produced by us, of up
to 30% over a three-year period, subject to a review after 18 months by the ITC,
which has the authority to continue or terminate the tariffs.

     The current crisis in the United States steel industry and recent
imposition of tariffs as a result of the International Trade Commission's
section 201 proceeding regarding the illegal dumping of steel by foreign
competitors may provide the opportunity for a restructuring of the United States
steel industry to take place, greatly increasing the chances for a meaningful
transformation of the United States steel industry. Although a number of
countries have challenged the decision, the Bush Administration has stated
publicly that, in its belief, the decision was made in conformity with World
Trade Organization guidelines. However, we cannot assure you that the announced
trade remedies will not be successfully challenged or that a restructuring of
the United States steel industry will occur.

OUR BUSINESS

     We are a major integrated producer of flat-rolled carbon steel with
principal product lines consisting of tin mill products and sheet products. Tin
mill products include tin plate, chrome coated and black plate steels and are
consumed principally by the container and packaging industry for food cans,
general line cans and closure applications, such as caps and lids. Tin mill
products accounted for 49% of our revenues and 36% of tons shipped in 2001
compared to 39% of revenue and 30% of tons shipped in 2000 and 41% of revenue
and 31% of tons shipped in 1999. Sheet products include hot and cold rolled and
both hot-dipped and electrolytic galvanized steel and are used in numerous
end-use applications, including among others the construction, appliance and
automotive industries. Sheet products accounted for 51% of our revenues and 64%
of tons shipped in 2001 compared to 61% of revenue and 70% of tons shipped in
2000 and 59% of revenue and 69% of tons shipped in 1999. In addition, we
currently are providing tolling services at our hot strip mill for a major
stainless steel producer, which accounts for almost 20% of the overall capacity
of our hot strip mill.

     We are a Delaware corporation formed in 1982 with our offices and
production facilities located in Weirton, West Virginia. We and our predecessor
companies have been in the business of making and finishing steel products for
over 90 years. From 1929 to 1984, we operated our business as the Weirton Steel
Division of National Steel Corporation, and we acquired our principal operating
assets from National Steel through a 1984 ESOP leveraged transaction.

                                        1
<PAGE>

     As an integrated steel producer, we produce carbon steel slabs in our
primary steel making operations from raw materials to industry and customer
specifications. In primary steel making, iron ore pellets, iron ore, coke,
limestone and other raw materials are consumed in blast furnaces to produce
molten iron or "hot metal." We then convert the hot metal into liquid steel
through basic oxygen furnaces where impurities are removed, recyclable scrap is
added and metallurgical tests are performed to assure conformity to customer
specifications. Our basic oxygen process, or "BOP," shop is one of the largest
in North America, employing two vessels, each with a steel making capacity of
360 tons per heat. Liquid steel from the BOP shop is then formed into slabs
through our multi-strand continuous caster. The slabs are then reheated, reduced
and finished into coils at our recently re-built hot strip mill and, in many
cases, further cold reduced, plated or coated at our downstream finishing
operations. Our hot strip mill is one of the best in North America for the
production of tin mill products substrate and one of the few in the industry
that is capable of rolling both carbon and stainless steel substrate. See
"Properties."

     The following flow chart illustrates both our primary steel making and
downstream operations:

                             [PROCESS FLOW GRAPHIC]

     From primary steel making through finishing operations, our assets are
focused on the production of tin plate, which is typically light gauge, narrow
width strip. We believe that our rolling and finishing equipment is near "best
in class" in the production of light gauge strip used in the manufacture of tin
mill products and other value-added products. Although, as a result of its 48"
strip width limitation, Weirton is not a full line supplier of sheet products to
certain markets such as automotive and appliance, our narrower strip capacity
allows us to produce light gauge products more efficiently than larger
integrated producers with rolling mills up to 80" in width. Consumers of light
gauge, narrow width sheet products recognize our commitment to these products
and our reliability of supply, which enhances the stability of our customer
base. In addition, our wide range of coatings, including galvanized, galvanneal,
electro and galfan, is designed to meet the needs of our demanding and diverse
customer base.

     The characteristics of the tin mill product and sheet product markets, when
coupled with the comparative advantages of Weirton's steel making facilities,
are the drivers behind our strategic plan, which is to continue to expand our
more competitive tin mill business through strategic acquisitions and organic
growth, as well as to further penetrate niche markets in narrow width zinc
coated applications that take advantage of our recent galvanizing upgrades and
multiple coatings capability. See "-- Our Competitive Advantages" and "-- Our
Strategic Plan."

                                        2
<PAGE>

OUR COMPETITIVE ADVANTAGES

     In pursuing our strategic objectives, we believe that we have a number of
competitive advantages, including:

     - MARKET LEADER.  We are the second largest United States producer of tin
       mill products, with a 25% market share of domestic shipments, and we
       enjoy strategic partnerships with many of our largest tin mill products
       customers. Over one-third of our shipments go to customers that have
       located facilities either directly on or contiguous to our property in
       order to maximize the benefits of these strategic relationships. We also
       enjoy a leadership position in the production of other light gauge coated
       products for use in the residential construction market.

     - MARKET INNOVATOR.  We have a long history, through our Weirtec unit, of
       technological innovation in the manufacture of tin mill products. For
       example, we have developed innovations in can manufacturing processes
       which have benefited our customers in the can manufacturing industry and
       which we believe have promoted the continued use of our tin mill products
       by customers in that industry. We also use our expertise in handling
       critical specifications to market our light gauge, narrow width products
       to potential coated sheet steel customers.

     - STABILITY OF THE TIN MILL PRODUCT MARKET.  Demand for tin mill products
       is generally stable over the typical business cycle as compared to the
       markets for steel products used in the construction, appliance and
       automotive industries due to a more stable end market for canned food,
       aerosol and other consumer products. All of our tin mill product
       shipments are sold under contracts that extend a minimum of one year and
       are, therefore, less subject to price volatility than spot market sales.
       The number of domestic producers of tin mill products is relatively
       limited, and there are significant barriers to entry by new competitors.

     - HIGH QUALITY AND COMPETITIVE FACILITIES.  We have a fully integrated
       steel manufacturing facility, including a number of rebuilt or modernized
       high quality finishing facilities, most of which have a maximum 48" strip
       width capacity. We believe that our state-of-the-art facilities are best
       configured for the production of narrow width value-added products,
       uniquely positioning us as a competitive producer of high quality tin
       mill products and other higher margin value-added sheet products,
       particularly as compared to other United States integrated steel
       producers with facilities more closely tailored to the production of
       broader width sheet steel.

      Over the past 15 years, we have invested approximately $1 billion in
      modernizing and upgrading our equipment, as a result of which we expect
      that only modest capital expenditures will be required through 2003. Of
      that $1 billion, approximately $500 million was expended on improvements
      to our continuous caster, hot strip mill and No. 9 tin tandem mill. We
      believe that this has enabled us to continue to produce superior quality
      steel substrate and, consequently, to maintain the high quality of our tin
      mill and other value-added products. Our recently rebuilt hot strip mill
      is one of the few in the industry that is capable of rolling both carbon
      and stainless steel substrate. Our No. 9 tin tandem mill is one of the
      most modern in the United States and supplies nearly one million tons per
      year of substrate to our four tin platers which are rated, on average, the
      most productive in the domestic industry, as compared to other full-range
      tin mill product suppliers. Also, the recent addition of temper mills and
      tension leveling equipment to both our No. 3 and No. 5 galvanizing lines
      has significantly improved strip surface and flatness, allowing production
      of substrate suitable for pre-paint and other critical applications.

     - DIVERSIFIED ASSET, PRODUCT AND CUSTOMER BASE.  We have a diversified
       asset base, including primary steel making facilities and downstream
       finishing operations. Our product diversification is best among our
       competitors serving the markets for tin mill and other coated products.
       Our customer base includes food and general line can manufacturers, oil
       filter manufacturers, residential entry and garage door manufacturers,
       residential framing manufacturers, appliance manufacturers, automotive
       stampers and various other customers.

     - RESTRUCTURED LABOR AGREEMENTS.  In response to deteriorating market
       conditions and financial performance, management and the Independent
       Steelworkers Union have been able to negotiate new labor agreements,
       expiring no earlier than March 2004, that will significantly reduce the
       number of hourly
                                        3
<PAGE>

       employees, facilitated primarily through work rule changes. The ISU
       represents the substantial majority of our unionized work force and
       represents only employees of Weirton and no other steel producer. Weirton
       and its predecessors have not experienced a work stoppage due to striking
       union members in over 45 years.

     - POSITIONED TO BENEFIT FROM AN IMPROVEMENT IN AND RESTRUCTURING OF THE
       UNITED STATES STEEL INDUSTRY. The United States steel industry has been
       characterized by record losses, more than two dozen bankruptcies and the
       permanent closure of a significant amount of productive capacity,
       particularly in the past 18 months. We believe that, in this distressed
       climate, the United States industry is poised for further restructuring.
       The implementation of the first steps of our strategic plan, including
       the completion of the exchange offers, will enable us to fundamentally
       reposition our business, principally through strategic acquisitions and
       targeted investments in the tin mill and coated products markets. As a
       result, we believe that we will be better positioned to benefit from a
       general improvement in steel pricing. For example, we estimate that every
       $10 per ton increase in domestic flat rolled steel prices will generate
       an additional $18 million in EBITDA, based on our sales and product mix
       in 2001.

OUR STRATEGIC PLAN

     We seek to strengthen our position as a leading domestic full range
producer of higher margin tin mill products by further shifting our product mix
toward higher margin value-added products and away from lower margin, commodity
flat-rolled sheet products principally through strategic acquisitions and
targeted investments. Our strategy to meet this objective is to capitalize on
our extensive market presence and strong competitive position as the second
largest domestic producer of tin mill products and to leverage our existing
strengths. These strengths include our superior product quality and range of
product offerings, our strategic partnerships with large existing customers, and
the design and configuration of our principal steel making facilities which are
best suited to the production of narrow width tin mill and coated products. We
are also pursuing niche market opportunities for higher margin value-added sheet
products and other strategic opportunities in order to add new product
capabilities, better serve existing customers and attract new customers.

     In general, commodity sheet products are produced and sold in high volume
in standard dimensions and specifications, while our tin mill and other
value-added products require further processing, generally command higher profit
margins and typically are less affected by imports and domestic competition. The
market for tin mill products generally remains stable over the typical business
cycle as compared to more volatile markets for sheet steel products. Domestic
supply of tin mill products has been limited by the relatively small number of
domestic producers, recent facility rationalizations, and the anti-dumping
determination made by the ITC in August 2000. In addition, all of our tin mill
products sales are based upon contracts of one year or more and are, therefore,
less subject to price volatility than spot market sales.

     In response to severe weaknesses in the domestic steel industry and our
worsening financial condition, we have developed a strategic plan to reduce
operating costs, improve our liquidity and working capital position, restructure
our long-term debt and fundamentally reposition our business to focus on the
production and sale of tin mill products and other higher margin value-added
sheet products.

     Our strategic plan has five integral steps, and we began to recognize the
benefits of the first three steps in the fourth quarter of 2001:

REDUCING OPERATING COSTS.

     To remain competitive, we must continually improve productivity and reduce
our operating costs. In part as a result of our recently negotiated labor
contracts, we expect to achieve significantly lower and more flexible cost
structures. The recent renegotiation of our collective bargaining agreements
allows a reduction in our workforce by 450 persons facilitated through
significant changes to work rules and job classifications, which we believe will
allow us to both reduce labor costs and function more efficiently. We also
agreed to streamline our management structure by eliminating non-core and
redundant activities resulting in a reduction of over 100 management positions.
We have also reduced our employee benefit costs and have made other operating
changes resulting in

                                        4
<PAGE>

additional cost savings. The aggregate annual cost savings from these reductions
and changes are approximately $51 million when fully implemented by the second
quarter of 2002. See "Business -- Employees."

     We believe that the acquisition of strategic assets, particularly those
related to the manufacture of tin mill products, should also allow us to
generate higher operating margins through greater efficiencies in our
operations, lower costs of production and an improved product mix.

IMPROVING OUR LIQUIDITY AND LONG-TERM SUPPLIER RELATIONSHIPS.

     Under our vendor financing programs, we have negotiated arrangements
primarily with our vendors, including over 60 of our key suppliers, in the form
of purchase credits, improved pricing or other concessions to improve our
liquidity. We have generated approximately $40 million in liquidity improvements
through these programs. The vendor financing programs have been structured
principally through a sale and leaseback transaction of our Foster-Wheeler Steam
Generating Plant, including the related real property and certain related energy
generating equipment, direct advances or concessions by certain vendors, and the
expected sale and leaseback of our general office building and research and
development building. In addition, WVEDA and one of our vendors reached an
agreement assigning the rights of an operating lease from a vendor to WVEDA and
eliminating the requirement that our future lease obligations should be
supported by a letter of credit. We are also seeking to renegotiate our long
term supply of other services and raw materials.

INCREASING OUR BORROWING AVAILABILITY AND LIQUIDITY.

     On October 26, 2001, we entered into a refinancing of our working capital
facilities, which consisted of an accounts receivable securitization program and
a revolving credit facility secured by inventory, through a single asset-based
senior credit facility. Through this new senior credit facility, we have been
able to more effectively borrow against our current assets and have generated
additional availability of approximately $30 to $35 million (compared to our
prior inventory facility and accounts receivable securitization program) to
provide us with greater liquidity for our working capital requirements and
general corporate purposes.

RESTRUCTURING OUR LONG-TERM DEBT.

     We are offering to exchange up to 100% of our 11 3/8% Senior Notes due 2004
and 10 3/4% Senior Notes due 2005 for new 10% Senior Secured Notes due 2008 and
newly-issued shares of our Series C Convertible Redeemable Preferred Stock. In
addition, at our request, the City of Weirton is offering to exchange all of its
outstanding Pollution Control Revenue Refunding Bonds (Weirton Steel Corporation
Project) series 1989 due November 1, 2014 for new Secured Pollution Control
Revenue Refunding Bonds (Weirton Steel Corporation Project) Series 2002 due
April 1, 2012. Through the exchange offers, we seek to lower our debt service
costs, particularly during 2002, 2003 and 2004, and to extend debt maturities on
the 11 3/8% Senior Notes due 2004 and the 10 3/4% Senior Notes due 2005 in order
to improve our liquidity, provide financial stability and permit the strategic
repositioning of our business. The exchange offers, if consummated on the terms
proposed, would generate net annual cash savings of approximately $28 million in
2002 and similar amounts in 2003 and 2004, provided we are not required to pay
contingent interest (which we do not now anticipate being required to pay). If
we are unable to reduce our current debt obligations and extend debt maturities,
we may be unable to attract the necessary outside debt or equity financing
needed to implement our strategic plan. The consummation of the exchange offers
is critical to the success of our strategic plan.

FUNDAMENTAL REPOSITIONING OF OUR BUSINESS.

     In order to fundamentally reposition our business, we will seek to invest
in and acquire strategic assets, including tin-related assets, expand our
production of higher margin value-added coated and sheet products such as
polymer film coated products, and optimize the use of our hot strip mill, which
is able to roll both carbon and stainless steel slabs.

     Pursue Strategic Acquisitions.  In order to strengthen our position as a
leading domestic producer of a full range of higher margin tin mill products, we
intend to pursue the acquisition of strategic assets, including tin-related
assets, from other United States steel producers that are also seeking to
reposition their businesses and
                                        5
<PAGE>

leverage their core competitive strengths. Under current distressed industry
conditions, we believe that we may have opportunities to purchase tin mill
assets on acceptable terms in the near term. We will also explore other
strategic opportunities to enhance or broaden our product lines and leverage our
customer base.

     However, our ability to make acquisitions will be subject to obtaining the
consent of our lenders under the senior credit facility and to our compliance
with the provisions of the senior credit facility and the restrictive covenants
in the indenture governing the new senior secured notes. We expect that
acquisitions consistent with our strategic plan will be financed out of a
combination of available internally generated funds, permitted working capital
borrowings under our senior credit facility, outside debt or equity financing,
and consideration acceptable to the seller.

     Invest in Niche Markets.  We intend to expand our existing pilot production
of polymer film coated products into full commercial production in 2002, subject
to obtaining necessary outside financing and the consent of our senior lenders.
The polymer film process eliminates the need to lacquer tin product prior to use
in food and beverage canning operations, is less expensive than the traditional
lacquering process and offers significant environmental benefits.
Commercialization of this line will further enhance our leadership position in
the food and general line can market. Future benefits of this line could also
include expanded zinc coated applications for construction and appliance end
uses.

     We also will seek to optimize our existing multiple zinc coating
capabilities, such as galvanized, electrogalvanized, galvanneal and galfan,
through targeted investments.

     Optimize Utilization of Our Hot Strip Mill.  Our hot strip mill is one of
the few mills in the United States steel industry which is capable of rolling
both carbon and stainless substrate. We have recently taken advantage of this
capability by entering into a long-term tolling agreement with J&L Specialty
Steel, a domestic stainless steel producer which is owned by a major foreign
steel producer, to convert stainless slabs into stainless coils, which accounts
for almost 20% of our hot strip mill's overall capacity. This tolling agreement
provides higher, more stable profit margins than potential carbon slab
conversion opportunities. The facility load from our existing tin and stainless
conversion business now accounts for over 50% of the hot strip mill's overall
capacity. The balance of the hot strip mill capacity supports our galvanizing
operations and our hot and cold rolled commodity sheet production. Under our
strategic plan, we anticipate that our hot strip mill will be further utilized
through additional stainless conversion and increasing the proportion of our
carbon steel rollings used in our downstream finishing operations in the
production of tin mill and other higher margin value-added products and other
strategic opportunities in order to add new product capabilities and better
serve existing customers and attract new customers.

PRINCIPAL PRODUCTS AND MARKETS

     We have two principal products lines consisting of sheet steel products and
tin mill products. Recently, we have also entered into a long-term tolling
agreement with a major stainless steel producer to convert stainless slabs into
stainless coils at our hot strip mill. The percentages of our total revenues
(excluding conversion revenues, which are not material to total revenue and have
historically been reported as a reduction of cost of sales) derived from the
sale of sheet products and tin mill products for each year in the five-year
period ended December 31, 2001 are shown on the following table. Total revenues
include the sale of "secondary" products, which principally include those
products not meeting prime specifications.

<Table>
<Caption>
                                                   1997    1998    1999    2000    2001
                                                   ----    ----    ----    ----    -----
<S>                                                <C>     <C>     <C>     <C>     <C>
Sheet products...................................   62%     60%     59%     61%      51%
Tin mill products................................   38      40      41      39       49
                                                   ---     ---     ---     ---      ---
          TOTAL..................................  100%    100%    100%    100%     100%
                                                   ===     ===     ===     ===      ===
</Table>

                                        6
<PAGE>

     As illustrated by the following table, our shipments have historically been
concentrated within five major markets: steel service centers, containers, pipe
and tube manufacturers, construction and converters. Our overall participation
in the container market substantially exceeds the industry average, and our
reliance on automotive shipments is substantially less than the industry
average.

                         PERCENT OF TOTAL TONS SHIPPED

<Table>
<Caption>
MARKETS                                     1996    1997    1998    1999    2000    2001
-------                                     ----    ----    ----    ----    ----    ----
<S>                                         <C>     <C>     <C>     <C>     <C>     <C>
Service centers...........................   37%     29%     30%     34%     36%     33%
Containers/packaging......................   28      28      28      27      25      29
Pipe and tube.............................   16      15      13      11      11      12
Construction..............................    8       9       9       7       8      10
Converters................................    3      10      13      12      12       9
Electrical equipment......................    2       2       1       1       1       2
Automotive................................    1       2       1       1       1       1
All other.................................    5       5       5       7       6       4
                                            ---     ---     ---     ---     ---     ---
                                            100%    100%    100%    100%    100%    100%
                                            ===     ===     ===     ===     ===     ===
</Table>

     Service Centers.  Our shipments to steel service centers are heavily
concentrated in the areas of hot rolled and hot dipped galvanized coils. Due to
the increased in-house costs to steel companies during the 1980's for processing
services such as slitting, shearing and blanking, steel service centers have
become a major factor in the distribution of steel products to ultimate end
users. In addition, steel service centers have become an efficient provider of
first stage manufacturing. Many manufacturers focusing on core competencies have
outsourced basic forming and stamping operations.

     Containers/Packaging.  The vast majority of our shipments to the container
market are concentrated in tin mill products, which are utilized extensively in
the manufacture of food, aerosol and general line cans. Shipments in the
container industry are directly to the can manufacturers who provide engineered
cans for soup, vegetables, pet food, seafood, paint and other packaging
requirements.

     Pipe and Tube.  Shipments to the pipe and tube sector consist primarily of
hot rolled coils for manufacture into welded pipe and tube. These products are
used for automotive applications, structural components for commercial and
residential construction and consumer products such as appliances and furniture.

     Construction.  Our shipments to the construction industry are significantly
influenced by residential and commercial construction in the United States. We
serve several segments of the construction industry including HVAC, residential
and commercial garage and entry doors, roofing panels and structural components.
Shipments in this sector consist primarily of electro- and hot dipped galvanized
coils.

     Converters.  This sector consumes full hard cold rolled substrate for
conversion to hot dipped galvanized. Over the last decade, numerous independent
galvanized lines were started to service growth in coated steel demand.

                                        7
<PAGE>

     The following chart shows the significant changes in our product mix
towards tin mill products based on tons shipped in 2000 and 2001.

<Table>
<Caption>
                   TONS SHIPPED   % OF 2000   TONS SHIPPED    % OF 2001
    PRODUCTS         IN 2000        SALES         2001          SALES       CHARACTERISTIC          END-USE CUSTOMERS
    --------       ------------   ---------   ------------    ---------     --------------          -----------------
<S>                <C>            <C>         <C>            <C>           <C>               <C>
TIN MILL              736,000        39%         799,000         49%         Light gauge     Food can manufacturing, general
PRODUCTS                                                                      Tin/chrome     container packaging and other
(FULL RANGE)(1)                                                                 coated       specialty metal fabricators
----------------------------------------------------------------------------------------------------------------------------
SHEET PRODUCTS(1)
  Hot rolled          704,000        19%         584,000         15%       Unfinished/semi-  Construction, steel service
                                                                           finished surface  centers, pipe and tube
                                                                                             manufacturers and converters
----------------------------------------------------------------------------------------------------------------------------
  Cold rolled         393,000        15%         212,000          7%       Finished surface  Construction, steel service
                                                                                             centers, commercial equipment
                                                                                             and container market
----------------------------------------------------------------------------------------------------------------------------
  Galvanized          615,000        27%         636,000         29%        Anti-corrosive   Electrical, construction,
                                                                               coatings      automotive, container,
                                                                                             appliance and steel service
                                                                                             center
----------------------------------------------------------------------------------------------------------------------------
    Total Sheet     1,712,000        61%       1,432,000         51%
      Products
</Table>

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

(1) Includes secondary products.

     Our products are sold primarily to customers within the eastern half of the
United States. A substantial portion of our revenues are derived from long-time
customers, although we actively seek new customers and new markets for our
products. Over the past five years, our largest 10 customers (including steel
service centers and strip converters) accounted for 50% of our sales in each
year. Most of our service center and converter business eventually serves the
construction market (doors and roof panels), furniture and appliance markets and
some automotive markets. One customer accounted for 15% of sales in 2001 and 10%
in 1999.

     Total revenue from sales of sheet and tin products to customers in the
United States was $922.7 million, $1,060.5 million and $1,069.5 million in 2001,
2000 and 1999, respectively. We derive a portion of our tin mill product
shipments from exports, primarily to Canada, Mexico and Europe. Revenue from
export sales totaled $37.7 million, $57.2 million and $61.0 million in 2001,
2000 and 1999, respectively. This amounts to 8%, 13% and 13% of total tin mill
revenue and 4%, 5% and 5% of total revenue in 2001, 2000 and 1999, respectively.
We have not exported sheet products during the last three years.

     Our backlog of unfilled orders at March 6, 2002 was 620,000 net tons, most
of which we expect to be filled within the year, as compared to 400,000 net tons
at December 31, 2001.

     In addition to utilizing manufacturing service centers for sales, we sell
our products through our direct mill sales force of approximately 90 persons.
Our products are primarily sold through salaried employees who operate from
corporate headquarters and nine regional locations. The sales organization is
closely linked with our technical service personnel who assist in product
engineering and development. We believe that our sales organization plays an
important role in identifying and achieving a more favorable strategic market
mix for Weirton. To supplement our traditional sales force, since October 1996,
we have sold products over the Internet.

TIN MILL PRODUCTS

     Tin mill products represent a growing share of our total sales. In 2001,
tin mill products represented 49% of total sales as compared to 39% in 2000 and
41% in 1999. Increases in sales of value-added tin mill products as a result of
continued investment and strategic acquisitions represents an opportunity for
growth in our business. During 2001, our market share increased to approximately
25% from 21%, largely as a result of the imposition of anti-dumping duties on
Japanese producers in August 2000 and former customers of LTV contracting with
us in order to maintain a reliable source of supply. We believe that our
increase in market share is sustainable and that

                                        8
<PAGE>

our excess production capacity can meet additional customer demand. We enjoy a
reputation as a high quality producer of tin metal products.

     Our tin mill products comprise a full range of light gauge coated steels,
including black plate, tin coated steel and electrolytic chromium coated steel.
The tin mill products market is primarily directed at food and general line
cans, and the demand for tin mill products in the United States is approximately
3.8 million tons per year. Annual domestic production capacity is approximately
4.0 million tons, and has declined recently as both LTV and United States Steel
have shut down a portion of their tin plating capacity in 2001. We are not aware
of any planned or anticipated new capacity. The number of domestic producers of
tin mill products is relatively limited. Significant capital requirements and
product qualifications established by customers represent barriers to entry by
new producers. Worldwide, almost all tin plate is produced using the basic
oxygen furnace process due to critical metallurgical constraints.

     The following table provides information concerning our shipment of tin
mill products relative to the domestic industry for the periods shown,
reflecting the latest available market share data.

<Table>
<Caption>
TIN MILL PRODUCT SHIPMENTS                     1996   1997   1998   1999   2000   2001
--------------------------                     ----   ----   ----   ----   ----   ----
                                                        (IN MILLIONS OF TONS)
<S>                                            <C>    <C>    <C>    <C>    <C>    <C>
Tin mill product industry shipments(1).......  4.1    4.1    3.7    3.8    3.7    3.2
Weirton shipments(1).........................  0.9    0.9    0.8    0.8    0.7    0.8
Weirton market share.........................   22%    21%    22%    20%    21%    25%
</Table>

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

(1) Includes secondary products.

     In 2001, over 80% of our tin mill product sales were to can manufacturing
and packaging companies, most of which establish in advance by contract a
substantial amount of their annual requirements. The balance of our tin mill
product sales are to manufacturers of caps and closures and specialty products
ranging from film cartridges, oil filters and battery jackets to cookie sheets
and ceiling grids. Our facilities are located near many of our major customers,
with over one-third of our output delivered to customers whose facilities are on
or contiguous to our property in Weirton, West Virginia. Representative
customers of our tin mill products include: Crown Cork & Seal; Ball Corp.;
United States Can; B-Way Corp.; Impress USA Inc.; Seneca Foods; Steel
Technologies; Sonoco Products; and Friskies Petcare Co.

     Demand for tin mill products generally remains stable over the typical
business cycle due to the nature of the can manufacturing industry as compared
to the more volatile markets for steel products used in the automotive,
appliance and construction industries. All of our tin mill product shipments are
sold under contracts that extend a minimum of one year and are, therefore, less
subject to price volatility than spot market sales.

     Relatively modest declines in tin mill products prices that have occurred
since 1998 are attributable to ongoing consolidation among can manufacturing and
packaging companies, which we believe is now largely complete, and foreign
imports of tin mill products. In August 2000, the federal government assessed
duties for five years against imports of Japanese tin mill products. On March 5,
2002, President Bush imposed tariffs on flat-rolled products including tin mill
products, over a three year period. See "-- Competition and Imports."

SHEET PRODUCTS

     Our commodity sheet steel products consist of hot rolled, cold rolled and
galvanized hot-dipped and electrolytic sheet products. In general, commodity
sheet products are produced and sold in high volume, in standard dimensions and
specifications, and have lower margins than tin mill products. Recently,
domestic flat-rolled sheet steel prices have declined significantly to 20 year
lows. Commodity flat-rolled sheet prices, which have experienced significant
volatility, have declined almost 30% since the first half of 1998.

     Hot rolled coils are sold directly from the hot strip mill as "hot bands,"
our least processed product, or are further finished using hydrochloric acid or
temper passed to improve surface and are sold as "hot rolled pickled" or "hot
rolled tempered passed." Hot roll is used for unexposed parts in machinery,
construction products and other durable goods. Most of our sales of hot rolled
products have been to steel service centers, pipe and tube

                                        9
<PAGE>

manufacturers and converters. In 2001, we shipped 584,000 tons of hot rolled
sheet, which accounted for 15% of our total revenues, as compared to 704,000
tons in 2000, or 19% of total revenues. Representative customers of our hot roll
sheet include Steel Technologies, Wheatland Tube, Sharon Tube, Vanex and
Heidtman Steel Products.

     Cold rolled sheet requires further processing, including additional
rolling, annealing and tempering, to enhance ductility and surface
characteristics. Cold rolled is used in the construction, commercial equipment
and container markets, primarily for exposed parts where appearance and surface
quality are important considerations. In addition, converters purchase
significant quantities of cold rolled substrate for processing into corrosion-
resistant coated products such as hot dipped and electrogalvanized sheet. In
2001, we shipped 212,000 tons of cold rolled sheet, which accounted for 7% of
our total revenues, as compared to 393,000 tons in 2000, or 15% of total
revenues. Representative customers of our cold rolled sheet include
Wheeling-Nisshin, Winner Steel, Steel Technologies, Edgcombe Metals and
Gibraltar.

     Galvanized hot-dipped and electrolytic sheet are coated primarily with zinc
compounds to provide extended anti-corrosive properties. Galvanized sheet is
sold to the electrical, construction, automotive, container, appliance and steel
service center markets. In 2001, we shipped 636,000 tons of galvanized products,
which accounted for 29% of our total revenues, as compared to 615,000 tons in
2000, or 27% of total revenues. Representative customers of our galvanized
hot-dipped and electrolytic sheet include Therma-Tru, Midwest Manufacturing,
Arrow Truline, Unimast, Thomas and Betts, New Process Steel and USG Industries.

     Our strategy for development of our sheet business focuses on increasing
the mix of cold roll and galvanized products while identifying and serving
customers and markets which require narrow, thin gauge products that we can
competitively supply. We have also concentrated on enhancing the range of
coatings, chemistries, and other product attributes that we can offer. The
relative strength of markets for individual product offerings has a strong
influence on the mix of products we ship in any given period.

     The following table sets forth our shipments of sheet products relative to
the domestic industry. As our overall market share has decreased for sheet
products since 1996 to 2.6% at December 31, 2001, our management has focused on
increasing the percentage of coated products it ships compared to lower margin
flat-rolled sheet steel. Cold rolled shipment volumes during 2001 have been
adversely affected by increased cold rolled imports, as well as by the start up
of new domestic capacity.

<Table>
<Caption>
SHEET PRODUCT SHIPMENTS                         1996   1997   1998   1999   2000   2001
-----------------------                         ----   ----   ----   ----   ----   ----
                                                         (IN MILLIONS OF TONS)
<S>                                             <C>    <C>    <C>    <C>    <C>    <C>
Industry shipments(1).........................  50.6   52.3   51.0   55.9   57.4   53.0
                                                ----   ----   ----   ----   ----   ----
  Hot Rolled..................................   1.1    0.8    0.8    0.7    0.7    0.6
                                                  55%    44%    44%    41%    38%    41%
  Cold Rolled.................................   0.3    0.4    0.3    0.4    0.4    0.2
                                                  13%    20%    18%    21%    22%    13%
  Galvanized..................................   0.6    0.6    0.6    0.6    0.6    0.6
                                                  29%    31%    32%    32%    33%    44%
Excess Prime and Secondary Products...........   0.1    0.1    0.1    0.1    0.1    0.1
                                                ----   ----   ----   ----   ----   ----
Weirton shipments(1)..........................   2.0    1.9    1.8    1.7    1.7    1.4
Weirton market share..........................   3.9%   3.7%   3.5%   3.1%   3.0%   2.6%
</Table>

---------------
(1) Includes secondary products.

TOLLING ARRANGEMENTS

     In February 2001, we entered into a long-term tolling agreement with J&L
Specialty Steel, a domestic stainless steel producer, which is owned by a major
foreign steel producer, to convert stainless slabs into stainless coils on our
hot strip mill. Under this agreement, which expires on January 31, 2006, we are
required to process slabs for a fee based on the grade and size of stainless
coil produced. Future escalation is based upon natural gas

                                        10
<PAGE>

pricing and the producer price index. In addition, the agreement contains both a
bonus clause and a penalty clause based on our quality performance. We may
terminate the tolling agreement, and may be entitled to liquidated damages under
the agreement, if during given periods specified in the agreement we are not
offered for processing at our hot strip mill a sufficient volume of slabs as
specified in the agreement. The stainless steel producer for whom we are
providing tolling services under the tolling agreement may also be entitled to
terminate the agreement under certain circumstances, including if it purchases
or invests in another hot strip mill or ceases production of stainless steel
slabs, in which case we may also be entitled to liquidated damages under the
agreement.

     Because stainless is rolled at slower rates than carbon steels, this
agreement accounts for almost 20% of the overall capacity of our hot strip mill
and provides higher, more stable profit margins than potential carbon slab
conversion opportunities.

RAW MATERIALS AND ENERGY

     We have a contract with a subsidiary of Cleveland-Cliffs Inc. to purchase
100% of our standard and flux grade iron ore pellet requirements. This contract
provides for the supply of a minimum annual tonnage of pellets based on mine
production capacity, with pricing primarily dependent on mine production costs.
The balance of the pricing for our requirements fluctuates based on world pellet
market prices. Cleveland-Cliffs is one of the participating suppliers in our
vendor financing programs.

     We have entered into a memorandum of understanding with U.S. Steel to
provide us with a minimum of 650,000 net tons of coke in 2002 and 500,000 net
tons of coke in each of 2003 and 2004, with the option to buy incremental volume
so that our total purchases approximate 60% of our requirements, under which the
price of coke fluctuates on an annual basis based on the market price for coke.
In addition we have negotiated a contract for 360,000 net tons per year from
another supplier for additional requirements with pricing also based on market
price. We will continue to acquire any further requirements from overseas
sources. In addition, we are also evaluating several potential coke plant
acquisitions. We obtain our limestone, tin, zinc, scrap metal and other raw
materials requirements from multiple sources.

     The primary sources of energy other than coke that we use in our steel
manufacturing processes are natural gas and electricity. We have been able to
reduce our natural gas consumption through the use of alternative operating
configurations and fuels. In 2001, gas prices averaged $5.23 per mcf. Prices
under current forward contracts for delivery of natural gas in the first quarter
of 2002 range from $2.80 to $6.39 per mcf. We also have a contract, expiring in
2011, for the supply of our industrial gas requirements. This agreement
significantly reduced our oxygen and nitrogen supply costs compared to prior
arrangements. Our principal supplier is also a participant in our vendor
financing programs.

     Weirton has the internal capacity to generate a significant amount of
electricity and steam for its processing operations from a mixture of blast
furnace gas and natural gas. We have in effect through 2003 a power generation
deferral agreement with our outside electric utility, which permits us to
purchase outside power at reduced rates in exchange for limiting our internal
power generation. Also, under our sale and leaseback arrangements involving the
Foster-Wheeler Steam Generating Plant and related electricity generating
equipment, we expect to sell electric power in excess of our energy needs
through a subsidiary of our outside electric utility and to use any net energy
payments we receive as a result to prepay our obligations under those
arrangements through 2012.

EMPLOYEES

     As of December 31, 2001, we had 3,863 active employees, of whom 3,014 were
engaged in the manufacture of steel products, 456 in support services, 82 in
sales and marketing activities and 311 in management and administration. The
Independent Steelworkers Union represents our production and maintenance
workers, clerical workers and nurses. In addition, the Independent Guard Union
represents our security personnel.

     The ISU represents only employees of Weirton and no other steel producers.
Weirton has not experienced a work stoppage due to striking union members in
over 45 years. In response to deteriorating market conditions and

                                        11
<PAGE>

financial performance, management and the ISU have been able to negotiate new
labor agreements, expiring no earlier than March 2004, that will significantly
reduce the number of hourly employees, primarily through work rule changes, to
be fully implemented by the second quarter of 2002. The agreement for our
production and maintenance employees provides for the permanent elimination of a
minimum of 372 jobs. The office, clerical and technical agreement provides for
the right to eliminate a minimum of 78 jobs.

     We have also begun further streamlining our management structure by
eliminating non-core and redundant activities which will result in a total
reduction of 100 management positions. We have also made significant changes to
the employee benefit package resulting in additional cost savings. After full
implementation of the recently negotiated workforce reductions, we will have
approximately 3,600 active employees. The cumulative impact of the labor cost
savings, together with the other elements of our operating cost savings program,
will total approximately $51 million in annual cost reductions, or approximately
$37 million in annual cash savings.

COMPETITION AND IMPORTS

     Weirton faces significant competition in the sale of its steel products
from both domestic and foreign competitors. See "Steel Industry Overview."

     We also face increasing competition from foreign steelmakers over a wide
range of products. Competition in the industry is influenced increasingly by
global trade patterns and currency fluctuations. Total imports as a percentage
of apparent consumption have remained near historic highs, amounting to 26%, 27%
and 24% in 1999, 2000 and 2001, respectively. Imports of hot rolled and cold
rolled products increased 44% from 1997 to 1998, but declined significantly in
1999 as a result of fair trade enforcement actions. Imports of hot rolled and
cold rolled products increased 5% from 1999 to 2000. Although in 2001, tin mill
product imports in tons as compared to 2000 decreased approximately 5% due to
government tariffs against Japanese tin mill imports, imports of tin mill
products have otherwise risen substantially in the past three years. As a
percentage of domestic consumption in 1999, 2000, and 2001 imports amounted to
20%, 18% and 19%, respectively. According to U.S. Census Bureau preliminary
data, all steel imports rose from 2.0 million net tons in December 2001 to 2.5
million net tons in January 2002, and imported tin mill products increased by
55% over the same period.

     Integrated steel makers also face strong competition from mini-mills, which
are efficient, low-cost producers that generally produce steel by melting scrap
in electric arc furnaces, utilize new technologies, have lower employment costs
and target regional markets. Mini-mills historically have produced lower margin
commodity grade long products, such as bars, rods and wire and other
commodity-type steel products not produced by us. However, thin slab technology
has allowed mini-mills to enter sheet markets traditionally supplied by
integrated producers, including the hot rolled, cold rolled and galvanized
markets. Mini-mills generally continue to have a cost advantage over integrated
steel producers, particularly for labor and especially during periods of weak
demand when scrap prices are low. Although most new capacity in the domestic
industry has resulted from growth in mini-mill operations, there has also been a
significant increase in both cold rolling and galvanizing capacity at
independent processors.

     Since the steel import crisis began in 1998, United States steel companies
have lobbied to stop unfair steel trade. One of the more significant
accomplishments in 2000 was a decision by the federal government to assess
duties for five years against imports of Japanese tin mill products.

     In June 2001, the Bush Administration initiated an investigation by the ITC
regarding the illegal dumping of steel from foreign competitors under section
201 of the Trade Practices Act of 1974. On October 22, 2001, the ITC found that
12 steel product lines, representing 74% of the imports under investigation,
have sustained serious injury because of foreign imports. These product lines
include hot rolled, cold rolled, and galvanized sheet and coil and tin mill
products.

     On March 5, 2002, President Bush decided to impose tariffs on flat-rolled
products over a three-year period at 30% in year one, 24% in year two and 18% in
year three, in addition to tariff relief on other products, subject to a review
after 18 months by the ITC, which has the authority to continue or terminate the
tariffs. All of our flat-rolled product lines, including tin mill, hot rolled,
cold rolled and galvanized products should benefit from the imposition of
tariffs. In addition, imported steel slabs are subject to an increasing annual
quota of at least

                                        12
<PAGE>

5.4 million tons, subject to the imposition of tariffs if the tonnage exceeds
the quota limit, excluding steel slabs from Mexico and Canada.

     Since March 5, 2002, nearly 200 exclusions have been granted by the ITC,
primarily relating to steel products not produced in the United States. However,
a number of countries are now also seeking exclusions for products that are
produced domestically, including tin mill and other flat-rolled products. The
Bush Administration's decisions on specific exclusion requests will affect the
overall coverage and effectiveness of the Section 201 order.

     Although a number of countries have objected to the Bush Administration's
decision and have challenged the decision, the Bush Administration has stated
publicly that, in its belief, the decision was made in conformity with World
Trade Organization guidelines. We cannot assure you that the announced trade
remedies will not be successfully challenged or that a restructuring of the
steel industry will occur. If such challenges are successful, the scope,
duration and effectiveness of the tariffs could be affected in a manner adverse
to us.

     We are the second largest domestic manufacturer of tin mill products, with
a 25% market share of domestic shipments in the first half of 2001. Our primary
competitors in sheet products consist of most domestic and international
integrated steel producers and mini-mills. Domestic tin mill products
competitors include U.S. Steel, USS-POSCO Industries Corporation, Bethlehem
Steel Corporation, National Steel Corporation and Ohio Coatings (owned 50% by
Wheeling-Pittsburgh Steel). However, imports have increasingly penetrated this
market. Within the past twelve months, a number of the Weirton's competitors,
including four integrated steel producers, LTV Corporation, Bethlehem Steel,
National Steel and Wheeling-Pittsburgh Steel, have sought protection in
bankruptcy, and LTV's tin business was acquired by USX.

RESEARCH AND DEVELOPMENT

     Weirton engages in research and development for the improvement of existing
products and processes and the development of new products and product
applications. During 1999, 2000 and 2001, we spent approximately $2.0 million,
$2.7 million and $1.0 million, respectively, for research and development
activities.

     WEIRTEC, our 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 American Iron and
Steel Institute in the development of new product lines and production
techniques to increase the use and quality of steel as a material of choice. Due
in part to the contribution of WEIRTEC, Weirton earned ISO9002 accreditation, an
internationally recognized standard of superior and consistent quality.

     Our longer-term research projects also include clean steel production
techniques, polymer to steel lamination, and the application of galvanized steel
products to the residential and commercial construction industry. We believe
that the WEIRTEC scientists, engineers, technicians and facilities enhance
Weirton's technical excellence, product quality and customer service. We also
pioneered the development of an e-commerce sales exchange platform for steel
products through our former subsidiary, MetalSite, Inc. In December 1999, we
sold a portion of our interest in MetalSite to a third party for $170.1 million.

     Our research and development efforts have also led to our entry into
additional markets. For example, we formed WeBCo, a joint venture with the Balli
Group, plc, which has played a key role in funding and developing tin mill
product market opportunities in Germany and the United Kingdom. In addition, we
formed W&A Manufacturing LLC, a joint venture with ATAS International, which has
permitted us to enter the steel roofing products market.

     We own a number of patents that relate to a wide variety of products and
applications and steel manufacturing processes, have pending a number of patent
applications, and have access to other technology through agreements with other
companies. We also own a number of registered trademarks related to our
products. We believe that none of our patents or licenses, which expire from
time to time, or any group of patents or licenses relating to a particular
product or process, or any of our trademarks is of material importance to our
overall business.
                                        13
<PAGE>

ENVIRONMENTAL MATTERS

     We are 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. We are 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 enforce
compliance. Capital expenditures for environmental control facilities were
approximately $0.7 million in 1999, $1.7 million in 2000, $1.9 million in 2001
and are estimated to be approximately $1.6 million in 2002. As of December 31,
2001, we had accrued approximately $9.0 million for environmental cleanup costs.

     In the past, Weirton has resolved environmental compliance issues through
negotiated consent orders and decrees with environmental authorities, pursuant
to which it has paid civil penalties. Although we believe that Weirton is in
substantial compliance with its environmental control consent orders and
decrees, provided below is a more detailed description of some of our
outstanding environmental issues.

Current Compliance Issues

     In 1996, following a multi-media audit of our operations, we entered into a
consent decree with the United States Environmental Protection Agency, or EPA,
the United States Department of Justice, or DOJ, and the West Virginia Division
of Environmental Protection, or DEP. The consent decree required us to implement
certain changes to ensure compliance with water, air and waste-related
regulations, the majority of which have been completed. We do not anticipate
that any additional capital expenditures will be needed to meet the remaining
requirements under the consent decree. The consent decree provides for
stipulated penalties for violations of the decree and for violations of various
regulatory agreements. Such penalties are paid in response to a joint demand
from the federal and state agencies. Stipulated penalties were assessed in 1998
and 1999 in the aggregate amount of $293,500 and there is a potential that the
agencies could issue additional stipulated penalty demands. We do not believe
that our liability for such potential penalty demands or increased costs
associated with meeting the remaining requirements under the consent decree will
be material to our results of operations.

     In 1996, EPA also issued a RCRA corrective action order that required us to
conduct investigative activities to determine the extent to which hazardous
substances are located on our property and to evaluate, propose and implement
corrective measures that are needed to abate any unacceptable risks. As part of
the evaluation phase, we divided our property into twelve areas. At this time,
we have only conducted investigations on the two highest priority areas.
Consequently, we have not evaluated a majority of our property and it is not
possible at the present time to estimate the ultimate cost to comply with the
order or to conduct any required remedial activity.

     West Virginia Water Quality Standards generally require that a public water
supply be protected by prohibiting the discharge of any pollutants in excess of
drinking water standards for one-half mile upstream of a public water supply
intake. The standard is known as the "half mile rule." We currently discharge
wastewater at a point on the Ohio River that is less than one half mile upstream
from our own water supply intake. Because of the proximity of our discharge and
intake, our wastewater discharge permit requires our discharge at that one
location to meet drinking water standards. At the same time it issued the
permit, DEP issued a consent order deferring those requirements until we had
time to upgrade our facilities (both the discharge and the filtration plant at
the point of intake). Under a current extension of the consent order, we have
until June 30, 2003 to meet the standard, and we have secured, until the same
deadline, a temporary waiver from the application of the half mile rule.

     We are currently reviewing several options for resolving this issue
permanently, such as through a rule change or permanent exemption. In the event
that such a rule change or exemption is not obtained, we may incur some capital
costs, such as for installing a connection to the municipal water supply for our
plant drinking water, or moving our water intake. We do not believe that costs,
including associated ongoing expenses, would be material to our results of
operations.

                                        14
<PAGE>

     We have operated with a variance from certain state water discharge
limitations with respect to our discharge to Harmon Creek since 1986. This
variance, however, expires in June of 2004. We may be required to upgrade our
wastewater treatment system if this variance is not renewed.

Potential Compliance Issues and Proposed Regulations

     In December 2000, the EPA proposed effluent limitation guidelines for iron
and steel making operations and finishing operations that would establish
technology requirements and wastewater discharge limitations applicable to our
operations and to those of other steel making and finishing plants. After
guidelines are adopted as final rules, they are incorporated in wastewater
discharge permits when the permits are renewed. Our existing wastewater
discharge permit is currently under review. If the existing permit is renewed
prior to the adoption of final rules, the limitations in the renewed permit
should be based on the existing effluent limitation guidelines. We do not expect
that we will have to address any revised guidelines until the renewed permit
expires and is reissued at least five years after the issuance of the renewed
permit. To comply with the proposed guidelines, we would have to make
significant capital expenditures to upgrade the wastewater treatment plants at
our hot strip mill, basic oxygen process shop and blast furnaces. The amount of
capital expenditures required and their timing cannot be determined until the
guidelines are final but could be substantial. The proposed guidelines are under
review and have a final action deadline of April 2002.

Environmental Claims

     In May 1992 and again on October 9, 2001, the property owner of a former
non-hazardous waste disposal site known as the Hanover Site received notice from
the Pennsylvania Department of Environmental Protection that it was considering
a closure and post-closure plan for a solid waste landfill facility where we and
our predecessors disposed of solid wastes. At this time, definitive closure and
post-closure plans have not been adopted, and we do not anticipate that closure
costs will exceed $1 million.

RISKS ASSOCIATED WITH OUR BUSINESS AND FINANCIAL CONDITION

We may be unable to generate sufficient cash flow from operations to service our
debt, which may require us to refinance our existing debt or possibly seek
bankruptcy protection.

     Our business may not be able to generate sufficient cash flow from
operations in the future to service our debt, including fixed and contingent
interest payments, make necessary capital expenditures or meet other cash needs.
In fact, we have generated negative cash flows from operations of $109.7 million
and $84.9 million in 2001 and 2000, respectively. If we are unable to reverse
these trends and generate sufficient cash flow from operations, we may seek,
subject to the restrictive provisions of our debt instruments and consent of our
lenders, to refinance all or a portion of our existing debt, to sell assets or
to obtain additional financing. Any such refinancing, sale of assets or
additional financing may not be possible on terms reasonably favorable to us. In
such circumstances, we may have to seek bankruptcy protection or commence
liquidation or administrative proceedings because we will not have sufficient
cash to repay our indebtedness as it becomes due.

We have experienced losses in the past and could experience additional future
losses, which could prevent us from sustaining or developing our business.

     We incurred losses from operations of approximately $89.3 million in 1999,
$40.7 million in 2000 and $322.2 million in 2001. Absent a recovery in the
domestic steel market, particularly with respect to pricing, we expect to
continue to incur losses in the future, which may limit our ability to execute
our business strategy, satisfy our debt obligations and meet other financial
obligations.

Downturns in the United States steel industry have had in the past, and may in
the future have, an adverse effect on our sales and profitability.

     Historically, the steel industry has been cyclical in nature as a result of
markets that it serves. Excess worldwide steel production capacity has further
contributed to the destabilization of steel markets, especially during periods
of reduced demand. The United States steel industry is affected by changes in
economic conditions that are outside of our control, including currency exchange
rates, and international, national, regional
                                        15
<PAGE>

and local slowdowns in customer markets. For example, a decline for demand for
our products or in the general financial condition of the packaging industry or
its principal members to which we supply our tin mill products would have a
material adverse affect on our business, financial condition, results of
operations or prospects. In addition, during periods of economic slowdown such
as the one we are currently experiencing, our credit losses increase. Our
operating results may also be adversely affected by increases in interest rates
that may lead to a decline in the economic activity of our customers, while
simultaneously resulting in higher interest payments under our senior credit
facility. See "Business -- Principal Products and Markets."

Our indebtedness could adversely affect our financial position and prevent us
from obtaining additional financing in the future.

     We have, and will continue to have after giving effect to the completion of
the exchange offers, a substantial amount of indebtedness when compared to our
shareholders' equity. The terms of the indentures governing the senior secured
notes proposed to be issued in connection with the exchange offers and the terms
of the senior credit facility generally limit the incurrence of additional
indebtedness. As of December 31, 2001, our outstanding indebtedness was $403.2
million.

     As a result of our debt service obligations:

     - all of the indebtedness incurred in connection with the senior credit
       facility will become due no later than March 31, 2004, prior to the time
       the principal payment on the outstanding notes and the new senior secured
       notes and other long-term obligations will become due;

     - certain of our indebtedness, including the amounts borrowed under our
       senior credit facility, will be at variable rates of interest, which will
       make us vulnerable to increases in interest rates;

     - our ability to obtain additional financing in the future may be limited;

     - a portion of cash flow from our operations will be dedicated to the
       payment of principal and interest on our indebtedness as well as our
       pension and post-retirement obligations, thereby reducing the funds
       available for operations, future business opportunities and acquisitions
       and other purposes and increasing our vulnerability to adverse general
       economic and industry conditions;

     - we may be hindered in our ability to adjust rapidly to changing market
       conditions;

     - we may experience an event of default under one or more of our debt
       instruments that, if not cured or waived, could result in the
       acceleration of that and other of our indebtedness which would adversely
       affect us; and

     - our ability to withstand a downturn of our business or the economy
       generally or otherwise react to changes in general economic conditions,
       the United States steel industry, global competitive pressures or adverse
       changes in government regulation may be adversely affected. These factors
       may include, among others:

      -- the economic and competitive conditions in the steel industry,
         particularly as they affect product pricing and shipment volumes;

      -- any operating difficulties, increased operating costs or pricing
         pressures we may experience;

      -- cyclicality of the principal markets we serve;

      -- the economic conditions affecting the tin mill products market in
         particular and the financial performance of our principal customers;

      -- high levels of steel imports and the effect of any governmental actions
         to restrain illegal dumping of steel imports;

      -- the relative strength of the United States dollar as it affects
         international trade;

      -- the passage of legislation or other regulatory developments that may
         adversely affect us; and

                                        16
<PAGE>

      -- volatility in financial markets, which may affect invested pension plan
         assets and the calculation of benefit plan liabilities.

Restrictive debt covenants contained in our senior credit facility and
indentures could limit our ability to take certain business, financial and
operational actions.

     Our senior credit facility and the proposed indenture governing the new
senior secured notes contain covenants that will limit the discretion of our
management with respect to certain business, financial and operational matters.
The covenants, taken as a whole, place significant restrictions on our ability
to, among other things:

     - incur additional indebtedness;

     - pay dividends and other distributions;

     - redeem, repurchase or prepay subordinated obligations, Series C preferred
       stock and other equity securities and other obligations;

     - convert or redeem Series C preferred stock for shares of our common
       stock;

     - enter into sale and leaseback transactions;

     - create liens and other encumbrances;

     - make acquisitions and certain investments;

     - engage in certain transactions with affiliates;

     - sell or otherwise dispose of assets; and

     - merge or consolidate with other entities.

     Our ability to comply with these and other provisions of the senior credit
facility and the proposed indenture governing our new senior secured notes and
other indebtedness may be affected by changes in economic or business conditions
or other events beyond our control. A failure to comply with the obligations
contained in the senior credit facility or the indenture and related agreements
could result in an event of default under either the senior credit facility or
the indentures, which could result in acceleration of the related debt and the
acceleration of debt under other instruments evidencing indebtedness that may
contain cross-acceleration or cross-default provisions. If the indebtedness
under the senior credit facility were to be accelerated, our assets may not be
sufficient to repay in full such indebtedness and our other indebtedness,
including the new senior secured notes.

We may not successfully complete and manage future acquisitions that are
fundamental to the success of our strategic plan.

     The consummation of the proposed exchange offers is critical to our ability
to permit the fundamental repositioning of our business, which depends in part
on our ability to make strategic acquisitions of assets related to the tin mill
and coated products markets and to integrate successfully those assets into our
operations. However, any strategic acquisitions require the consent of our
lenders under the senior credit facility, and our existing capital resources are
limited and otherwise are subject to restrictions in our senior credit facility
and in the proposed indenture governing the new senior secured notes.
Consequently, we may not have sufficient funds to finance such acquisitions
unless we are successful in raising necessary debt or equity financing from
third parties. We may not be able to obtain financing for this purpose on terms
that are acceptable to us or our lenders or are permitted under the terms of the
senior credit facility or the indenture or, in the case of equity, if we are
required to increase our authorized capital on terms acceptable to our
stockholders. Moreover, such acquisition opportunities may not become available
or may not be available on acceptable terms.

     Any acquisitions consistent with our strategic plan that may occur will
also place increasing demands on management and operations resources. Our future
performance will depend, in part, on our ability to manage our changing
operations and to adapt our operational systems to that end. We may not be
successful at effectively and profitably managing the integration of any future
acquisitions. Our failure to complete and manage any strategic acquisitions
could adversely affect our business financial condition and results of
operations.
                                        17
<PAGE>

Highly competitive conditions in the steel industry may directly and adversely
affect the pricing of our products, our profit margin and operating cash flow.

     The steel industry is highly competitive, particularly with respect to
price in the market for sheet products. We face intense competition from
domestic and foreign steel producers. In addition, we face competition from
producers of products other than steel, including aluminum, plastics, composites
and ceramics. Competition is based primarily on price, with factors such as
reliability of supply, service and quality also being important in certain
segments of the industry. In addition, a number of our domestic competitors have
filed for bankruptcy protection and are seeking to maintain their market share,
particularly in commodity sheet steel products, by reducing prices.

     Integrated steel makers also face strong competition from mini-mills, which
are efficient, low-cost producers that generally produce steel by melting scrap
in electric arc furnaces, utilize new technologies, have lower employment costs
and target regional markets. Mini-mills historically have produced lower margin
commodity grade long products, such as bars, rods and wire and other
commodity-type steel products not manufactured by us. However, thin slab cast
technology has allowed mini-mills to enter sheet markets traditionally supplied
by integrated producers, including the hot rolled, cold rolled and galvanized
markets. Mini-mills generally continue to have a cost advantage over integrated
steel producers, particularly for labor and especially during periods of weak
demand when scrap prices are low. Although most new capacity in the domestic
industry has resulted from growth in mini-mill operations, there has also been a
significant increase in both cold rolling and galvanizing capacity at
independent processors.

     Foreign producers also compete with us, although to a lesser extent than
domestic mills. Many foreign producers have lower labor costs and some are
subsidized by their governments. Political and social considerations may
influence their decisions with regard to production and sales more than
prevailing market forces. Many foreign steel producers continue to ship to the
United States market despite decreasing profit margins or losses. Other factors
that influence the level of foreign competition include the relative strength of
the dollar, the level of imports, and the effectiveness of United States trade
laws. On October 22, 2001 the ITC found that the domestic steel industry had
sustained serious injury because of foreign imports. On December 7, 2001, the
ITC recommended tariffs and quotas on sheet products and tin plate. On March 5,
2002, President Bush announced the imposition of tariffs on 12 categories of
steel products, including tin mill, hot-rolled, cold-rolled and galvanized
products, all of which are produced by us, of up to 30% over a three-year
period, subject to a review after 18 months by the ITC, which has the authority
to continue or terminate the tariffs.

     Since March 5, 2002, nearly 200 exclusions have been granted by the ITC,
primarily relating to steel products not produced in the United States. However,
a number of countries are now also seeking exclusions for products that are
produced domestically, including tin mill and other flat-rolled products. The
Bush Administration's decisions on specific exclusion requests will affect the
overall coverage and effectiveness of the Section 201 order.

     Although a number of countries have objected to the Bush Administration's
decision and have challenged the decision, the Bush Administration has stated
publicly that, in its belief, the decision was made in conformity with World
Trade Organization guidelines. However, we cannot assure you that the announced
trade remedies will not be successfully challenged or that a restructuring of
the United States steel industry will occur. If such challenges are successful,
the scope, duration and effectiveness of the tariffs could be affected in a
manner adverse to us.

     Moreover, demand may not increase from current depressed levels. Increased
production capacity or operating efficiencies of our competitors, or increased
foreign and domestic competition, may directly and adversely affect pricing and
profit margins and our operating cash flow.

Substantial pension and other postretirement benefit obligations may adversely
affect future cash flow.

     We have substantial financial obligations related to our employee
postretirement plans for medical and life insurance benefits and pensions.
Statement of Financial Accounting Standards No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions" requires that we accrue retiree
medical and life insurance benefits during an employee's service rather than
defer the recognition of costs until claims are actually paid. In
                                        18
<PAGE>

accordance with this accounting standard, we have established a liability for
the present value of the estimated future medical and life insurance benefit
obligations. As of December 31, 2001, we had balance sheet liabilities for
accumulated postretirement health care and life insurance benefit obligations of
$364.4 million. The cash payments for actual postretirement health and life
insurance claims were $23.2 million in 1999, $26.5 million in 2000 and $29.8
million for 2001, and we anticipate that payments will increase in future years
due to an increase in the number of retirees receiving benefits as well as
increases in per capita health care costs.

     In accordance with the Statement of Financial Accounting Standards No. 87,
"Employers' Accounting for Pensions," we had an accrued pension liability of
$205.3 million at December 31, 2001 for our defined benefit pension plans. As of
December 31, 2001, projected benefit obligations of $904.5 million exceeded plan
assets by $271.3 million.

     However, adverse developments in health care costs could materially
increase the amount of our postretirement benefit obligations and adverse
conditions in the financial markets have, and could in the future, materially
decrease the plan assets available to fund pension obligations. Plant shutdowns
would substantially increase the amount of our postretirement benefit
obligations. In addition, layoffs or other similar events, including our
recently negotiated workforce reduction, could also increase the amount of our
postretirement benefit obligations.

     We do not expect to have any near term funding requirements with respect to
our pension plans. Under minimum funding rules, no contribution is expected in
2002; however, substantial contributions of an average of at least $50 million
per year are likely to be required in each of 2003 through 2007. This amount is
subject to significant change depending on, among other things, asset
performance.

The price and availability of our raw materials may fluctuate and adversely
affect our operating results.

     We purchase a number of raw materials in the open market in the ordinary
course of our business, including scrap, tin, zinc, natural gas and other raw
materials, which are subject to significant price fluctuation. We have entered
into a memorandum of understanding with U.S. Steel to provide us with a minimum
of 650,000 net tons of coke in 2002 and 500,000 net tons of coke in each of 2003
and 2004, with the option to buy incremental volume so that our total purchases
approximate 60% of our requirements, under which the price of coke fluctuates on
an annual basis based on the market price for coke. We also have a contract with
another supplier for additional requirements with pricing also based on market
price. We may not be able to negotiate acceptable renewal terms for these
contracts. We have entered into long-term supply contracts with respect to other
commodities, including iron ore pellets, industrial gases and electricity;
however, the loss of any of those contracts or of our coke supply contracts may
expose us to greater market risks, and the potential for significant cost
increases which could have a material adverse effect on our business, financial
condition, results of operations and prospects.

     In addition, certain of our raw material suppliers are participating in our
vendor financing programs, under which we have entered into a sale and leaseback
transaction with respect to our Foster-Wheeler Steam Generating Plant and
related electricity generating assets, which supplies process steam, heat and
electricity. A failure to satisfy our rental payment and other obligations under
this arrangement could result in the termination of the lease. This may
adversely affect our relationships with participating vendors and may also
adversely affect our ability to secure the steam and electricity necessary to
operate our steel making facilities.

Unplanned repairs or equipment outages could interrupt production and reduce
sales and profitability.

     Our integrated operations depend upon critical equipment, such as blast
furnaces, basic oxygen furnaces, our continuous caster, our hot strip mill and
other rolling and finishing facilities to support our business, that may
occasionally be out of service due to routine scheduled maintenance or equipment
failures. Any unplanned unavailability of critical equipment could interrupt our
production capabilities and reduce our sales and profitability. We have
experienced unscheduled equipment outages in the past, and we could have
material shutdowns in the future.

                                        19
<PAGE>

We may not be able to negotiate favorable labor agreements or prevent work
stoppages.

     The Independent Steelworkers Union represents our production and
maintenance workers, clerical workers and nurses. In addition, the Independent
Guard Union represents our security personnel. While we negotiated new
agreements with the ISU and the IGU in October 2001, which expire no earlier
than March 2004, future collective bargaining agreements, or the negotiation of
such agreements, may have an adverse effect on our financial condition and
results of operations. Labor disputes and resulting work stoppages or slowdowns
occasionally occur in the steel industry. Work stoppages or slowdowns may occur
in the future in connection with labor negotiations or otherwise.

We may incur substantial environmental control and remediation costs.

     In common with other United States steel producers, we are subject to
various federal, state and local requirements for environmental controls
relating to our operations. These environmental laws and regulations include the
Clean Air Act with respect to air emissions; the Clean Water Act with respect to
water discharges; the Resource Conservation and Recovery Act with respect to
solid and hazardous waste treatment, storage and disposal; and the Comprehensive
Environmental Response, Compensation and Liability Act with respect to releases
and remediation of hazardous substances. In addition, West Virginia has similar
environmental laws.

     We have spent substantial amounts of money to control air and water
pollution pursuant to applicable environmental requirements. We have also spent,
and will continue to spend, substantial amounts for proper handling and disposal
and for the environmental investigation and cleanup of properties. Along with
capital investments and operating costs relating to environmental matters, from
time to time we have been and may be subject to penalties or other requirements
as a result of administrative action by regulatory agencies. The ultimate impact
of complying with environmental laws and regulations is not always clearly known
or determinable because certain implementing regulations have not yet been
promulgated or in certain instances are undergoing revision. However, complying
with environmental laws and regulations may substantially increase capital,
operating and compliance costs. Currently, we are involved in a number of
environmental remediation projects relating to the remediation of former and
present operating locations and are involved in a number of other remedial
actions under federal and state law.

     We may incur environmental exit costs if we decide to sell a current
property, for it is our policy not to accrue such environmental exit costs until
we decide to dispose of a property. These costs include, among other things,
remediation and closure costs and expenses relating to our clean-up of soil
contamination, our closing of waste treatment facilities and our monitoring
commitments. We believe that the ultimate liability for the environmental
remediation matters identified to date, including the clean-up, closure and
monitoring of waste sites and formerly-owned facilities and businesses, will not
materially affect our consolidated financial condition or liquidity. However,
the identification of additional sites, increases in remediation costs with
respect to identified sites, the failure of other potentially responsible
parties to contribute their share of remediation costs, decisions to dispose of
additional properties and other changed circumstances may result in increased
costs to us. These increased costs may have a material adverse effect on our
financial condition, liquidity and results of operations.

     For a discussion of certain indemnification arrangements that we have with
National Steel, see Note 7 to the Consolidated Financial Statements included
elsewhere herein.

We depend on our key personnel for our success, and the loss of their services
could have a negative impact on our business.

     Our success will depend, in large part, on the efforts, abilities and
experience of our senior management and other key employees. Executive
compensation for our key employees has been restrained by our weak financial
performance, and options and other stock-based incentive compensation currently
have minimal or no value. In light of our current financial position and
uncertain prospects, including whether we are permitted to pursue the
fundamental repositioning of our business through strategic acquisitions and
targeted investments, key employees, including members of senior management, may
not have an incentive to stay with us. The loss of the services of one or more
such individuals could adversely affect our business, financial condition,
results of operations or prospects.
                                        20
<PAGE>

Weirton's ESOPs hold approximately 40% of our voting power and the ESOP
participants acting together can exercise substantial influence over our
affairs.

     Approximately 40% of the combined voting power of our issued and
outstanding shares of common stock and voting convertible preferred stock are
held by Weirton's 1984 ESOP and 1989 ESOP. Accordingly, the ESOPs and their
participants, consisting of active and retired employees of Weirton, can
exercise significant influence over our affairs, including the election of our
directors and the approval of actions requiring the approval of our
stockholders, including the adoption of amendments to our restated certificate
of incorporation, increases in our authorized capital, issuances of voting
securities, and approval of mergers or sales of substantially all of our assets.
A number of corporate actions require the affirmative vote of holders having at
least 80% of the outstanding voting power. The restated certificate of
incorporation also limits the ability of any stockholder other than the ESOPs to
exercise more than 5% of voting power.

     The interests of the ESOPs and their participants may conflict with your
interests. The concerns of employee-stockholders, including retired employees
who are ESOP participants, with respect to matters such as job security,
pensions and postretirement benefits may conflict with your interests. For
example, a "change of control" transaction, which would require us to repurchase
all or a portion of your new senior secured notes, may not be approved by the
requisite supermajority vote of the stockholders, if any employee-stockholder
concerns arising out of a sale, merger or similar transaction are not
satisfactorily resolved. Likewise, the execution of our strategic plan through
selective acquisitions and targeted investments will likely require outside
funding, including the possible issuance of equity or equity-related securities
by the company. The authorization of additional common stock and the approval of
the issuance of common stock, for example, in connection with the financing of
an acquisition or to permit the conversion of the Series C preferred stock will
also require supermajority stockholder approval and possibly be subject to
similar employee or retiree concerns.

     In addition, any authorization of an amendment to our restated certificate
of incorporation to permit the issuance of additional shares of common stock
that may be necessary in connection with an optional redemption, in whole or in
part, of the Series C preferred stock or a conversion of the Series C preferred
stock in connection with a "significant transaction" will require stockholder
approval.

Our future ability to use our net operating loss carryforwards could be limited
as a result of the issuance of Series C preferred stock pursuant to the exchange
offer.

     Our ability to use our net operating loss carryforwards may be severely
limited if our issuance of Series C preferred stock pursuant to the exchange
offer (in conjunction with certain other changes in our stock ownership during
the three-year period preceding or following the issuance of the Series C
preferred stock) results in an "ownership change" within the meaning of Section
382 of the Internal Revenue Code of 1986, as amended. We believe that issuing
the Series C preferred stock should not cause us to undergo an ownership change
because the Series C preferred stock's value is expected to be significantly
less than 50% of the total value of our outstanding stock. However, the Series C
preferred stock issuance will substantially increase our risk of an ownership
change upon certain future changes in the ownership of our stock, including if
and when we issue additional shares of our stock.

                                        21
<PAGE>

PART II  ITEM 7. "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS" IS AMENDED IN ITS ENTIRETY TO READ AS FOLLOWS:

                                    PART II

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

     The following discussion should be read in conjunction with, and is
qualified in its entirety by reference to, the audited consolidated financial
statements and notes thereto, which begins on page 38.

OVERVIEW

     General.  We are a major integrated producer of flat rolled carbon steel
with principal product lines consisting of tin mill products and sheet products.
Tin mill products include tin plate, chrome coated and black plate steels and
are consumed principally by the container and packaging industry for food cans,
general line cans and closure applications, such as caps and lids. Tin mill
products accounted for 49% of our revenues and 36% of tons shipped in 2001.
Sheet products include hot and cold rolled and both hot-dipped and electrolytic
galvanized steels and are used in numerous end-use applications, including among
others the construction, appliance and automotive industries. Sheet products
accounted for 51% of our revenues and 64% of tons shipped in 2001. In addition,
we currently are providing tolling services at our hot strip mill for a major
stainless steel producer, which accounts for almost 20% of the overall capacity
of our hot strip mill.

     We seek to strengthen our position as a leading domestic full range
producer of higher margin tin mill products by further shifting our product mix
toward higher margin value-added tin mill products and away from lower margin,
commodity flat-rolled sheet products.

     In general, commodity sheet products are produced and sold in high volume
in standard dimensions and specifications, while our tin mill and other
value-added products require further processing, generally command higher profit
margins and typically are less affected by imports and domestic competition. The
market for tin mill products generally remains stable over the typical business
cycle as compared to more volatile markets for sheet steel products. Domestic
supply of tin mill products has been limited by the relatively small number of
domestic producers, recent facility rationalizations, and the anti-dumping
determination made by the ITC in August 2000. In addition, all of our tin mill
products sales are based upon contracts of one year or more and are, therefore,
less subject to price volatility than spot market sales.

     Recent Developments.  Weirton, like most United States integrated steel
producers, has sustained significant operating losses and a decrease of
liquidity as a result of adverse market conditions due to the current slowing
economic conditions, which have been exacerbated by the September 11, 2001
terrorist attacks on the United States, and depressed selling prices caused in
substantial part by dramatic increases in imported steel. See "Item I,
Business -- Steel Industry Overview."

     Many industry observers believe that the severity of the current crisis in
the United States will lead to a necessary restructuring of the industry. In
June 2001, the Bush Administration initiated a trade investigation by the ITC
under section 201 of the Trade Practices Act of 1974 regarding the illegal
dumping of steel by foreign competitors. On October 22, 2001, the International
Trade Commission found that twelve steel product lines, representing 74% of the
imports under investigation, have sustained serious injury because of foreign
imports. These product lines include hot rolled, cold rolled, galvanized sheet
and coil, and tin mill products.

     On March 5, 2002, President Bush decided to impose tariffs on flat-rolled
products over a three-year period at 30% in year one, 24% in year two and 18% in
year three, in addition to tariff relief with respect to other products, subject
to a review after 18 months by the ITC, which has the authority to continue or
terminate the tariffs. All of our flat-rolled product lines, including tin mill,
hot rolled and cold rolled sheet and galvanized products, should benefit from
the imposition of tariffs. In addition, imported steel slabs are subject to an
increasing annual quota of at least 5.4 million tons, subject to the imposition
of tariffs if the tonnage exceeds the quota limit, excluding steel slabs from
Mexico and Canada.

                                        22
<PAGE>

     Since March 5, 2002, nearly 200 exclusions have been granted by the ITC,
primarily relating to steel products not produced in the United States. However,
a number of countries are now also seeking exclusions for products that are
produced domestically, including tin mill and other flat-rolled products. The
Bush Administration's decisions on specific exclusion requests will affect the
overall coverage and effectiveness of the Section 201 order.

     Although a number of countries have objected to the Bush Administration's
decision and have challenged the decision, the Bush Administration has stated
publicly that, in its belief, the decision was made in conformity with World
Trade Organization guidelines. We cannot assure you that the announced trade
remedies will not be successfully challenged or that a restructuring of the
steel industry will occur. If such challenges are successful, the scope,
duration and effectiveness of the tariffs could be affected in a manner adverse
to us.

     We believe that the imposition of tariffs will restrict steel imports to
the United states during the next three years. Accordingly, over that time, we
anticipate that selling prices and shipment volumes will be improved from what
we otherwise would have realized without the imposition of tariffs. Our products
that should benefit from the imposition of tariffs include tin mill products,
hot rolled band, commodity sheet products, and galvanized products. However, due
to the large number and variety of forces that impact the markets for our
products, we are not able to quantify what the specific impacts of the Section
201 ruling are likely to be, and we cannot assure you that the announced trade
remedies will not be successfully challenged or that a restructuring of the
United States steel industry will occur.

     In response to severe weaknesses in the domestic steel industry and our
worsening financial condition, we have developed a strategic plan to reduce
operating costs, improve our liquidity and working capital position, restructure
our long-term debt and fundamentally reposition our business to focus on the
production and sale of tin mill products and other higher margin value-added
sheet products. See "Item I, Business -- Our Strategic Plan."

     Our strategic plan has five integral steps and we began to recognize the
benefits of the first three steps in the fourth quarter of 2001:

          - reducing our operating costs on an annual basis through the full
            implementation of a cost savings program which includes a workforce
            reduction, reductions to our employee benefits costs and other
            operating cost savings, which became effective in late October 2001
            (which has generated approximately $51 million in annual cost
            savings when fully implemented by the second quarter 2002);

          - improving our liquidity and long-term supplier relationships through
            financing programs we entered into primarily with our vendors,
            including over 60 suppliers, in late October 2001 and through
            ongoing negotiations with other suppliers of services and raw
            materials (which has generated at least $40 million in additional
            near term liquidity);

          - increasing our borrowing availability and liquidity through the
            refinancing of our bank credit and asset securitization facilities,
            which became effective in late October 2001 (which has resulted in
            $30 to $35 million in additional availability compared to our prior
            inventory facility and accounts receivable securitization program);

          - restructuring our long-term debt and lowering our debt service costs
            through an offer to exchange new 10% senior secured notes due 2003
            and Series C preferred stock for our 11 3/8% Senior Notes due 2004
            and 10 3/4% Senior Notes due 2005 and an offer by the City of
            Weirton to exchange new Secured Pollution Control Revenue Refinance
            Bonds (Weirton Steel Corporation Project) Series 2002 due April 1,
            2012 for outstanding series 1989 bonds. If consummated, the exchange
            offers will increase our liquidity and financial flexibility by up
            to $28 million in 2002, and similar amounts in 2003 and 2004,
            provided we are not required to pay contingent interest; and

          - fundamental repositioning of our business to focus on tin mill and
            other higher margin value-added sheet products and significantly
            reduce our presence in the commodity flat-rolled product market.

                                        23
<PAGE>

RESULTS OF OPERATIONS

YEAR ENDED DECEMBER 31, 2001 COMPARED TO YEAR ENDED DECEMBER 31, 2000

     Net loss for 2001 was $533.3 million, or $12.85 per diluted share, which
included a non-cash charge of $153.8 million to fully reserve the deferred tax
assets, restructuring charges of $129.0 million related to fourth quarter
workforce reductions associated with our strategic plan, $12.3 million for an
involuntary first quarter reduction program for non-represented employees, the
write-off of our remaining interests in certain joint ventures totaling $18.1
million and an extraordinary loss on the early extinguishment of debt of $1.0
million. Excluding the effects of these items, net loss for 2001 was $219.1
million compared to a net loss of $85.1 million, or $2.06 per diluted share, for
2000.

     Net sales for 2001 were $960.4 million, a decrease of $157.5 million or 14%
from 2000. Total shipments for 2001 were 2.2 million tons, a decrease of 0.2
million tons, or 9%, compared to 2000 shipments of 2.4 million tons. The
decrease in revenue reflects the extremely adverse market conditions that have
troubled the domestic steel industry since 1998 and have significantly worsened
over the past 18 months. In addition to the impact of the decrease in shipment
volume, our revenues were negatively impacted by lower selling prices on all
products. Average tin mill product prices were down approximately $6 per ton, or
approximately 1%, during 2001 compared to 2000. Average flat rolled sheet steel
prices were lower by $51, or 13%, over the same period. Partially offsetting the
impact of lower selling prices and volumes was a shift to a higher value-added
product mix with a notable increase in tin plate shipments as a percentage of
total shipments.

     Tin mill product net sales for 2001 were $472.8 million, an increase of
$34.5 million from 2000. Shipments of tin mill products in 2001 were 799,000
tons compared to 736,000 tons for 2000. The increase in revenue resulted from a
9% increase in shipments which was partially offset by a modest decrease in
selling prices.

     Sheet product net sales for 2001 were $487.6 million, a decrease of $192.0
million from 2000. Shipments of sheet product in 2001 were 1.4 million tons
compared to 1.7 million tons in 2000. The decrease in revenue resulted from both
a decline in shipments of approximately 16% and a substantial decline in selling
prices.

     Costs of sales for 2001 were $1,041.5 million, or $467 per ton, compared to
$1,052.9 million, or $430 per ton, for 2000. The increase in cost of sales per
ton was attributable to higher energy costs, greater pension expense and a shift
to a higher value-added product mix. The decrease in shipments also contributed
to the higher cost of sales per ton as we lost certain economies of scale.

     For 2001, we incurred a negative gross margin as cost of sales exceeded
sales by $81.1 million. Severe weakness in the domestic steel industry has
severely depressed sheet product prices to the point where our sheet product
revenues are not enough to exceed the direct cost of production and indirect
overhead costs. Depressed market conditions have resulted in lower shipment and
production levels and the loss of certain economies of scale. Additionally,
higher energy costs have negatively impacted our operating results. Gross margin
on our tin mill products have been positive during the period, but not enough to
offset the negative margins on sheet products. We will continue to compete in
the sheet products market to utilize our productive assets as efficiently as
possible, but as part of our strategic plan, we will make efforts to transition
more of our shipments from sheet products to tin products.

     In the fourth quarter of 2001, as part of our five part strategic plan we
began implementation of an operating cost reduction program. Our management
negotiated new labor agreements with the ISU that became effective in late
October 2001. The agreements provide for the permanent elimination of a minimum
of 372 production and maintenance jobs and a minimum of 78 office, clerical and
technical jobs. We also streamlined our management structure by elimination of
non-core and redundant activities resulting in a reduction of 100 management
positions.

     As a result of the workforce reductions, we recorded a fourth quarter
restructuring charge of $129.0 million, consisting in part of a $90.0 million
increase in our accrued pension cost and a $28.6 million increase in our
liability for other post-retirement benefits. Also as part of the fourth quarter
restructuring charge, we recorded a $7.7 million liability to reimburse the
National Steel pension plan for Weirton employees. As part of the agreement
under which we acquired our assets from National Steel in 1984, National Steel
agreed to assume

                                        24
<PAGE>

responsibility for pension benefits related to our employees' service prior to
the acquisition. However, under the same agreement, we are required to partially
reimburse the National Steel pension plan for Weirton employees if our employees
are induced into retiring early. The remaining $2.7 million of the fourth
quarter restructuring charge was related to other separation and severance
benefits provided to the affected employees and is reflected in current
liabilities at December 31, 2001.

     In March 2001, prior to the implementation of our strategic plan, we
implemented our 2001 workforce downsizing program. The program reduced
non-represented staff employees by approximately 10%. As a result, we recorded a
first quarter restructuring charge of $12.3 million consisting of an increase in
accrued pension cost of $5.4 million and an increase in our liability for other
post retirement benefits of $3.9 million. The remaining $3.0 million consisted
of a $0.6 million liability to reimburse the National Steel pension plan for
Weirton employees and $2.4 million of other separation and severance benefits
provided to the affected employees. As of December 31, 2001, we had paid an
aggregate of $1.1 million related to the restructuring charges.

     During the first quarter of 2001, we recorded a $18.1 million charge to
loss from unconsolidated subsidiaries writing-off our investments in MetalSite
and GalvPro. During 2000, losses from these two unconsolidated subsidiaries
accounted for a majority of the total loss from unconsolidated subsidiaries.

     Interest expense increased $3.8 million in 2001 as a result of greater
utilization of our working capital facilities. At December 31, 2001, we had
borrowed $92.1 million under our senior credit facility.

     Other income declined $4.1 million from 2000 to 2001. The decline resulted
from lower interest income on cash investments due to a lower average cash
balance and the expense associated with amounts utilized under our accounts
receivable securitization program.

     During the second quarter of 2001, we recorded a non-cash charge of $153.8
million to fully reserve our deferred tax assets (which included approximately
$400 million of net operating losses at that time). It was determined that our
cumulative financial losses had reached the point that fully reserving the
deferred tax assets was required. In the absence of specific favorable factors,
application of Statement of Financial Accounting Standard No. 109 and its
subsequent interpretations requires a 100% valuation allowance for deferred tax
assets when cumulative financial losses over several years or other factors
raise significant doubt about the realizability of deferred tax assets. We will
continue to provide a 100% valuation allowance for deferred income taxes until
an appropriate level of cumulative financial accounting income or other factors
relieve doubts about our ability to utilize our deferred tax assets.

     The extraordinary loss on early extinguishment of debt of $1.0 million
pertains to costs incurred in the closing of the inventory facility.

YEAR ENDED DECEMBER 31, 2000 COMPARED TO YEAR ENDED DECEMBER 31, 1999

     Net loss for 2000 was $85.1 million or $2.06 per diluted share compared to
net income of $30.9 million or $0.71 per diluted share in 1999. The results for
1999 include a net pretax gain of $170.1 million related to the sale of a
portion of our investment in MetalSite and a non-cash pretax asset impairment
charge of $22.5 million associated with the write down of a long-lived asset to
fair value. Excluding the effects of these non-recurring items, profit sharing,
and the resulting impact on income taxes, the net loss for 1999 would have been
$76.4 million or $1.84 per diluted share. Total shipments in 2000 were 2,448
thousand tons compared to 2,514 thousand tons in 1999. Net sales were $1,117.8
million in 2000 compared to $1,130.4 million in 1999.

     Shipments and selling prices improved slightly in the first half of 2000,
but near record levels of imports caused steep declines in shipments and selling
prices in the second half of the year.

     Tin mill product shipments in 2000 were 736 thousand tons compared to 771
thousand tons in 1999, a decrease of 5%. Tin mill product shipments resulted in
net sales of $438.2 million in 2000, a decrease of $21.8 million compared to
1999. The decrease in net sales is primarily the result of the decrease in
shipment volume.

     Sheet product shipments in 2000 were 1,712 thousand tons compared to 1,743
thousand tons in 1999, a decrease of 2%. Sheet mill product shipments resulted
in net sales of $679.6 million in 2000, an increase of
                                        25
<PAGE>

$10.1 million compared to 1999. The increase in net sales is primarily
attributable to an improvement in sheet product selling prices during the first
half of 2000.

     Cost of sales per ton increased approximately $2 per ton from $428 per ton
in 1999 to $430 per ton in 2000. We benefited from a two blast furnace
configuration for most of 2000 and favorable raw material prices in the first
half of 2000. These benefits were offset by a significant increase in natural
gas costs in the fourth quarter of 2000 and lower shipment and production levels
in the second half of 2000. In response to these conditions, we idled our No. 4
blast furnace in November 2000.

     Selling, general and administrative expenses in 2000 were $41.7 million
compared to $44.8 million in 1999. The decrease resulted primarily from the
inclusion of MetalSite's selling, general and administrative costs during 1999,
which had been consolidated. MetalSite's results were reported using the equity
method of accounting during 2000. The decrease associated with MetalSite was
partially offset by an increase in reserve for bad debt expense related to
specific customers.

     Depreciation expense increased $3.1 million from 1999 to 2000. The increase
is primarily attributable to increased units of production depreciation
associated with restarting the No. 4 blast furnace in December 1999. The furnace
had been idled for most of 1999.

     Loss from unconsolidated subsidiaries increased $25.1 million from 1999 to
2000. The additional loss resulted primarily from the recognition of a $15.9
million loss associated with funding requirements of GalvPro resulting from
start-up expenditures and adverse market conditions and an $11.1 million equity
loss recorded for MetalSite.

     Interest expense decreased $9.6 million in 2000 compared to 1999. Weirton
repaid $84.0 million in senior notes at maturity in October 1999, resulting in
lower average outstanding debt during 2000.

     We recorded an income tax benefit of $11.6 million in 2000 compared to an
income tax provision of $8.2 million in 1999. The change resulted from the
change in our net income (loss) and a reduction in the effective tax rate due to
increased valuation allowance requirements based on our analysis of our ability
to realize deferred tax assets.

     The results for 1999 include a net pretax gain of $170.1 million related to
the sale of a portion of our investment in MetalSite.

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

     In 1999, Weirton recorded a provision for profit sharing of $15.5 million
pursuant to our company wide profit sharing plan. In 2000, there was no profit
sharing provision due to the net loss incurred.

LIQUIDITY AND CAPITAL RESOURCES

     Total liquidity from cash and financing facilities amounted to $33.6
million at December 31, 2001, as compared to $131.7 million at December 31,
2000. Our liquidity has continued to decline primarily as a result of operating
losses from prolonged adverse market conditions. To mitigate the effects of
these prevailing adverse conditions, we have initiated a strategic plan to
reduce operating costs and enhance our liquidity. The results and status of
certain points of that strategic plan are summarized below.

                                        26
<PAGE>

     At December 31, 2001, we had cash and equivalents of $5.7 million compared
to $32.0 million as of December 31, 2000. Our consolidated statements of cash
flows at December 31 are summarized below:

<Table>
<Caption>
                                                               YEAR ENDED DECEMBER 31,
                                                               -----------------------
                                                                  2001         2000
                                                               ----------   ----------
                                                                   (IN THOUSANDS)
<S>                                                            <C>          <C>
Net cash used by operating activities.......................   $(109,743)   $ (84,919)
Net cash used by investing activities.......................     (11,203)     (77,628)
Net cash provided (used) by financing activities............      94,590      (14,696)
                                                               ---------    ---------
Decrease in cash............................................   $ (26,356)   $(177,243)
                                                               =========    =========
</Table>

     The $109.7 million net cash outflow from operating activities resulted from
adverse market conditions prevailing in the domestic steel industry. To help
offset the difficult market conditions, we undertook several measures during
2001 to enhance our operating cash flow by reducing overall operating costs and
net working capital investment. Excluding $25.0 million repaid under our
accounts receivable securitization facility, reductions in our net working
capital investment had a positive impact of $73.5 million on our outstanding
cash balance. This was achieved mainly through a $65.5 million reduction in
inventory. The favorable impact of the reduction in inventory has been partially
offset by lower than historic accounts payable levels. Lower purchase levels,
arrangements with raw materials vendors which reduce both inventory and accounts
payable and tightening in terms from vendors concerned with the overall health
of the domestic steel industry have caused a reduction in our accounts payable
balance. We have no significant past due payables.

     At current production and shipment levels, we anticipate sustaining our
current levels of working capital investment. We continue to pursue strategies
to reduce our working capital investment, but opportunities for further
reductions are substantially less than those already achieved. Should the
markets for our products improve, we may increase our working capital
investment, but such an increase could be funded in part by additional amounts
available under our senior credit facility.

     Net cash used by investing activities includes $10.4 million and $37.8
million of capital expenditures for the years ended December 31, 2001 and 2000,
respectively. Our new senior credit facility places limits on our ability to
make certain future capital expenditures to $13.8 million in 2002 and $34.5
million in 2003, subject to increase to $40.0 million in 2003 if we meet certain
financial tests.

     Net cash used by investing activities also includes loans and advances to
our MetalSite and GalvPro joint ventures totaling $0.8 million and $40.9 million
for the years ended December 31, 2001 and 2000, respectively. Such loans and
advances have been written down to zero as of December 31, 2001.

     The $94.6 million in net cash provided by financing activities in 2001 was
necessary to maintain operation of our facilities. Cash provided by financing
activities in 2001 consisted of $92.1 million in borrowings under our senior
credit facility and $11.5 million in cash received under our vendor financing
arrangements. The cash provided by these two facilities was offset by the
deferred financing costs spent to establish the facilities as well as the costs
of preparing an offer to exchange our existing senior notes.

     The new senior credit facility was established on October 26, 2001 by
agreement with Fleet Capital Corporation, as agent for itself and other lenders,
Foothill Capital Corporation, as syndication agent, The CIT Group/Business
Credit, Inc. and GMAC Business Credit LLC, which serve as co-documentation
agents for the facility, and Transamerica Business Capital Corporation. The
proceeds from the facility were used to refinance our existing inventory
facility and accounts receivable securitization program. Through this new asset
based facility, we are able to more effectively borrow against our accounts
receivable and inventory than we were under previous facilities. The new senior
credit facility has resulted in additional availability of approximately $30
million to $35 million compared to our prior inventory facility and accounts
receivable securitization program. At December 31, 2001, we had borrowed $92.1
million under the senior credit facility and we had utilized an additional $9.5
million under the letter of credit sub-facility. Taking into account outstanding
letters of credit, we had $27.9 million available for additional borrowing under
the facility at December 31, 2001.

                                        27
<PAGE>

     In connection with the exchange offers, our new senior credit facility will
be amended and restated to permit the exchange offers on the terms described in
the prospectus, including the grant of a first priority security interest to the
senior lenders in our hot strip mill, No. 9 tin tandem mill and tin assets and a
second priority security interest to the holders of the new senior secured notes
and the new secured series 2002 bonds in the same collateral effective upon the
consummation of the exchange offers.

     Beginning in late October 2001, we also obtained assistance from certain
key vendors and others through our vendor financing programs to improve our near
term liquidity. Under the vendor financing programs, we have negotiated
arrangements with over 60 vendors in the form of purchase credits, improved
pricing or other concessions to achieve one-time cash benefits of over $40
million in the aggregate. Principal among the financing transactions is the sale
and leaseback transaction of our Foster-Wheeler Steam Generating Plant,
including the related real property and certain related energy generating
equipment, direct advances or concessions by certain vendors and the expected
sale and leaseback of our general office building and research and development
building. The sale and leaseback transaction of our Foster-Wheeler Steam
Generating Plant has been accounted for as a financing or borrowing transaction.
As of December 31, 2001, we had received approximately $11.5 million in proceeds
related to the sale and leaseback of the Foster-Wheeler Steam Generating Plant
and related financing programs and expect to receive approximately $30 million
in 2002, largely by the end of the first quarter. In February 2002, the West
Virginia Economic Development Authority and one of our vendors reached an
agreement assigning the rights of an operating lease from the vendor to the
WVEDA. As part of this arrangement, the WVEDA has agreed to remove the
requirement to have future lease payments supported by a letter of credit and,
consequently, removal of the letter of credit requirement will result in net
additional availability under our senior credit facility of $8.4 million.

     At December 31, 2001 we had outstanding $244.1 million of publicly held
senior notes under two substantially identical indentures, including $121.3
million in principal amount of our 10 3/4% Senior Notes due 2005 and $122.7
million in principal amount of our 11 3/8% Senior Notes due 2004. We did not
make scheduled interest payments of $6.5 million on the 10 3/4% Senior Notes due
2005 which were due December 1, 2001 or of $7.0 million on our 11 3/8% Senior
Notes due 2004 which were due on January 1, 2002. Our failure to pay interest
has resulted in an event of default under the indentures governing the senior
notes. Holders of at least 25% of the outstanding senior notes have the right to
cause those notes to be accelerated following the expiration of a 30-day grace
period after our default in making the applicable interest payments. We have
obtained the agreement of members of the informal committee representing the
holders of a majority of the outstanding principal amount of the senior notes to
forbear exercising these remedies during the course of the exchange offer, but
that committee does not include all of the holders of our senior notes. As of
the date of this prospectus, our obligations with respect to the senior notes
have not been accelerated.

     At December 31, 2001, we had $360.1 million in deferred tax assets which
were fully reserved with a valuation allowance of the same amount. These assets,
although they are fully reserved for financial accounting purposes, are
available to offset future income tax liabilities should we generate taxable
income including any taxable income that may result from the exchange offers,
subject to certain limitations that may apply to our use of such deferred tax
assets depending on future changes in the ownership of our stock, including if
we issue additional shares of our stock in the future. We have been required in
the past, and may be required in the future, to make payments under federal
alternative minimum tax regulation.

     At December 31, 2001, we had an accrued pension liability of $205.3 million
and an accrued liability for other post-retirement benefits of $364.6 million.
During 2001, we made no pension contribution and we paid $29.8 million for other
post-retirement benefits.

     We do not expect to have any near term funding requirements with respect to
our pension plans. Under minimum funding rules, no contribution is expected in
2002; however, substantial contributions of an average of at least $50 million
per year are likely to be required in each of 2003 through 2007. This amount is
subject to significant change depending on, among other things, asset
performance. We anticipate that payments for other post-retirement benefits will
increase from the $29.8 million we paid in future years due to an increase in
the number of retirees receiving benefits as well as increases in per capita
health care costs.

                                        28
<PAGE>

     We expect pension contributions and payments for post-retirement benefits
will require a substantial amount of liquidity over the next six years. Payments
of these legacy costs may significantly affect the liquidity available for other
purposes including capital expenditures and other operating, investing and
financing activities.

LIQUIDITY OUTLOOK

     The following table sets forth the timing of our liquidity requirements in
regard to contractual obligations and commercial commitments:

<Table>
<Caption>
                                                          LESS THAN                            AFTER
                                                 TOTAL     1 YEAR     2-3 YEARS   4-5 YEARS   5 YEARS
                                                 ------   ---------   ---------   ---------   -------
                                                                    (IN MILLIONS)
<S>                                              <C>      <C>         <C>         <C>         <C>
CONTRACTUAL OBLIGATIONS:
Long-Term Debt.................................  $299.5     $ --       $243.2(1)    $ --       $56.3(2)
Capital Lease Obligation(3)....................    11.5       --          1.4        1.7         8.4
Operating Leases...............................    13.5      5.4          6.6        1.5          --
Unconditional Purchase Obligations(4)
Other Long-Term Obligations(5).................    19.7      4.3          7.1        5.4         2.9
                                                 ------     ----       ------       ----       -----
     Total Contractual Cash Obligations........   344.2      9.7        258.3        8.6        67.6
OTHER COMMERCIAL COMMITMENTS:
Lines of Credit................................    92.1       --         92.1         --          --
                                                 ------     ----       ------       ----       -----
     TOTAL(6)..................................  $436.3     $9.7       $350.4       $8.6       $67.6
                                                 ======     ====       ======       ====       =====
</Table>

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

(1) The senior notes due in 2004 and 2005 may become payable following an event
    of default. Consistent with our announced liquidity improvement measures,
    while the terms of this exchange offer were being finalized, we did not pay
    scheduled interest payments on the senior notes on December 1, 2001 and
    January 1, 2002. Failure to make these payments constituted events of
    default under the indentures governing the senior notes. As a result, either
    the trustee for the senior notes or holders of not less than 25% in
    aggregate principal amount of the senior notes may declare the entire
    principal of all the senior notes immediately due and payable by notifying
    the Company in writing. As of the time of this filing, no such notification
    had been received. At this date, we have received no notice accelerating the
    senior notes. Under our senior credit facility, the non-payment of interest
    on the senior notes will not result in an event of default under that
    facility unless the senior notes are accelerated.

(2) The series 1989 bonds due in 2014 may become payable prior to maturity in
    the event of a determination of taxability and other specified events,
    including events of default. We do not intend to make the scheduled May 1,
    2002 payment with respect to semi-annual interest on the series 1989 bonds.
    Failure to make such payment will constitute an event of default under the
    1989 loan agreement and the indenture governing the series 1989 bonds. As a
    result, either the trustee for the series 1989 bonds or the holders of not
    less than 25% in aggregate principal amount of the series 1989 bonds may
    declare the entire principal amount of all series 1989 bonds immediately due
    and payable. Under our senior credit facility, the non-payment of interest
    on series 1989 bonds will not result in an event of default under that
    facility unless the series 1989 bonds are accelerated.

(3) The Capital Lease Obligation arises from the sale and leaseback of our steam
    generating facilities as part of our vendor financing programs. The payments
    reflect the principal payments on the $11.5 million obligation that had been
    incurred as of December 31, 2001. We are not required to make payments on
    the obligation until the first quarter of 2003, at which time quarterly
    payments will begin. The payments will include both principal and interest.
    If we had included the interest portions of the payments on the December 31,
    2001 balance, the totals would have increased from $1.4 million to $1.5
    million in years two and three, from $1.7 million to $1.9 million in years
    four and five and from $8.4 million to $9.5 million after five years.
    Furthermore, with proceeds received in the first quarter of 2002 and
    additional vendor financing proceeds expected thereafter, we anticipate our
    total obligation under these arrangements to be approximately $30

                                        29
<PAGE>

   million. A total initial obligation of $30 million would result in annual
   combined principal and interest payments of $5.8 million in each of 2003
   through 2006 and $6.4 million in each of 2007 through 2012.

(4) We have entered into conditional purchase arrangements for a portion of our
    coke and pellet requirements and some of our energy requirements. In
    general, those requirements provide for us to purchase a minimum quantity of
    material at a variable or negotiated price that approximates the market
    price for those commodities. Because those purchases are conditioned on
    future purchase levels and changes in market price, they are not included in
    the above table.

(5) We are required to reimburse the National Steel Pension Plan for Weirton
    Employees for benefits paid by that plan to people we induce into retiring
    before age 62 by offering some form of enhanced benefit. Based on the
    benefit enhancements granted as of December 31, 2001, we will make the
    reimbursement payments indicated.

(6) The listed obligations do not include our pension and other retirement
    obligations which are not fixed and determinable in nature. Under minimum
    funding rules, no pension contribution is expected in 2002; however,
    substantial contributions of an average of at least $50 million per year are
    likely to be required in each of 2003 through 2007. This amount is subject
    to change depending on, among other things, asset performance. We anticipate
    that payment for other postretirement benefits will increase in future years
    from the $29.8 million we paid in 2001 due to an increase in the number of
    retirees receiving benefits, as well as an increase in the per capital
    health care costs.

     Though prevailing market conditions in the domestic steel industry remain
difficult, we are anticipating that positive events, including the shut-down and
consolidation of steel producing assets and United States governmental
restrictions on imports, should result in improvements in operating results
during 2002.

     In addition to establishing our new senior credit facility and vendor
financing arrangements, we have taken measures to significantly reduce our
operating costs. Management and the Independent Steelworkers Union have been
able to negotiate new labor agreements, effective in late October 2001, and
expiring no earlier than March 2004, that will significantly reduce the number
of represented employees, facilitated primarily through work rule changes. The
agreement for our production and maintenance employees provides for the
permanent elimination of a minimum of 372 jobs. The office, clerical and
technical agreement provides for the right to eliminate a minimum of 78 jobs. We
have also streamlined our management structure by eliminating non-core and
redundant activities resulting in a reduction of 100 management positions. We
have also made significant changes to the employee benefits package resulting in
more cost savings.

     If we exchange all of the outstanding senior notes and secured series 1989
bonds on the terms proposed, our debt service costs will be lowered and our
liquidity will be increased by approximately $28 million in 2002 and by similar
amounts in each of 2003 and 2004, provided we do not have to pay contingent
interest on the new senior secured notes and the new secured series 2002 bonds.
Currently, we do not anticipate generating "excess cash flow" in 2003 and 2004
that would trigger the payment of contingent interest.

     Under the senior credit facility, following the consummation of the
exchange offers on the proposed terms and conditions, we will be able to make
scheduled semi-annual cash interest payments on the new senior secured notes and
in respect of the new secured series 2002 bonds, provided that these cash
payments may be reserved for against availability under the facility. The
reserve could, if fully implemented, at the discretion of the agent, reduce
amounts available to us under the senior credit facility up to a maximum of
approximately $8 million in any six month period, assuming valid tenders of all
of the aggregate principal amount of the outstanding notes and series 1989
bonds. In the event that less than all of the aggregate principal amount of the
outstanding notes and series 1989 bonds are tendered in the exchange offers, we
are permitted to make cash interest payments on any remaining outstanding notes
and series 1989 bonds of up to $4 million in any year subject to similar
reservation against availability under the facility.

     Subject to the consummation of the exchange offers on the proposed terms,
based on the amount of cash on hand, the amount of cash expected to be generated
from operating activities, cash savings resulting from our operating cost
savings program and our vendor financing programs, additional borrowing
availability under our new senior credit facility and liquidity improvement as a
result of the consummation of the exchange offers and

                                        30
<PAGE>

the achievement of our 2002 operating plan, our management believes that we will
have sufficient cash to meet our operating cash needs over the next 12 to 18
months.

     There can be no assurance, however, that the exchange offers will be
consummated on the proposed terms or that we will have sufficient cash to meet
our operating needs. In addition, financing of strategic acquisitions is
expected to require the issuance of additional debt and equity securities or
other consideration, subject to the restrictions in the senior credit facility,
the indenture governing the new senior secured notes and the loan agreement with
the City of Weirton relating to the new secured series 2002 bonds. We can make
no assurance that additional financing or other sources of funds sufficient to
fund acquisitions or targeted investments will be available to us.

     If we do not successfully complete the exchange offers, we will not make
scheduled cash interest payments for a period of at least one year on any
outstanding notes and series 1989 bonds under our voluntary financing
restructuring plan as presented to our senior bank lenders and as reflected in
our senior credit facility. Thereafter, any interest payments will be made to
the extent funds are available and provided that these payments are included in
the reserve under our senior credit facility as described above. Failure to pay
interest on the outstanding notes and series 1989 bonds would result in an event
of default and may cause an acceleration of the outstanding notes and series
1989 bonds, unless the payment defaults were cured. In addition, depending on
the principal amount involved, an acceleration event that results in an event of
default under our outstanding notes and series 1989 bonds could constitute an
event of default under our senior credit facility. In such circumstances, unless
the event of default was waived, we may have to seek bankruptcy protection or
commence liquidation proceedings.

IMPACT OF CRITICAL ACCOUNTING POLICIES, ESTIMATES AND RECENT ACCOUNTING
PRONOUNCEMENTS

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

     In September 2000, SFAS No. 140, "Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities -- a replacement of FASB
Statement No. 125" was issued. SFAS No. 140 revises criteria for accounting for
asset securitization, other financial-assets transfers, and collateral and
introduces new disclosures, but otherwise carries forward most of SFAS No. 125's
provisions without amendment. SFAS No. 140 has an immediate impact through new
disclosure requirements and amendments of the collateral provisions of SFAS No.
125. These changes must be applied for transactions occurring after March 31,
2001, except for certain required disclosures which must be applied for fiscal
years ending after December 15, 2000. The required disclosures are included in
our consolidated financial statements.

     In June 2001, the Financial Accounting Standards Board issued SFAS No. 141,
"Business Combinations," SFAS No. 142, "Goodwill and Other Intangible Assets,"
and SFAS No. 143, "Accounting for Asset Retirement Obligations." SFAS No. 141
requires that the purchase method of accounting be used for all business
combinations initiated after June 30, 2001. We do not believe that the
prospective adoption of this standard will have a material impact on our
consolidated results.

     SFAS No. 142 changes the accounting for goodwill and certain other
intangible assets from an amortization method to an impairment only approach.
The Company will adopt SFAS No. 142 effective January 1, 2002. At December 31,
2001, the Company had no goodwill or non-goodwill intangible assets recorded on
its books.

     SFAS No. 143 addresses financial accounting and reporting for obligations
associated with the retirement of tangible long-lived assets and the associated
asset retirement costs. It applies to legal obligations associated with the
retirement of long-lived assets that result from the acquisition, construction,
development and/or the normal operation of a long-lived asset. We are required
to adopt this standard on January 1, 2003 and are preparing a plan for
implementation.

                                        31
<PAGE>

     In August 2001, the Financial Accounting Standards Board issued SFAS No.
144, "Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS No.
144 addresses financial accounting and reporting for the impairment or disposal
of long-lived assets. We are required to adopt this standard in fiscal years
beginning after December 15, 2001 and are preparing a plan for implementation.

                                        32
<PAGE>

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     Item 8. Financial Statements and Supplementary Data is amended in its
entirety to read as follows:

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

<Table>
<Caption>
                                                              PAGE
                                                              ----
<S>                                                           <C>
Report of Independent Public Accountants....................    33
Consolidated Statements of Income (Loss) for the Years Ended
  December 31, 2001, 2000 and 1999..........................    34
Consolidated Balance Sheets as of December 31, 2001 and
  2000......................................................    35
Consolidated Statements of Cash Flows for the Years Ended
  December 31, 2001, 2000 and 1999..........................    36
Consolidated Statement of Changes in Stockholders' Equity
  for the Years Ended December 31, 2001, 2000 and 1999......    38
Notes to Consolidated Financial Statements..................    40
</Table>

                                        33
<PAGE>

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

TO THE BOARD OF DIRECTORS OF
WEIRTON STEEL CORPORATION:

     We have audited the accompanying consolidated balance sheets of Weirton
Steel Corporation (a Delaware corporation) and subsidiaries as of December 31,
2001 and 2000, and the related consolidated statements of income, changes in
stockholders' equity and cash flows for each of the three years in the period
ended December 31, 2001. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

     We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

     In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Weirton Steel
Corporation and subsidiaries as of December 31, 2001 and 2000, and the
consolidated results of their operations and their cash flows for each of the
three years in the period ended December 31, 2001, in conformity with accounting
principles generally accepted in the United States.

     The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has suffered recurring
losses from operations and has a Total Stockholders' Deficit that raise
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are described in Note 2. The financial
statements do not include any adjustments relating to the recoverability and
classification of asset carrying amounts or the amount and classification of
liabilities that might result should the Company be unable to continue as a
going concern.

                                                 /s/ ARTHUR ANDERSEN LLP
                                          --------------------------------------
                                                   Arthur Andersen LLP
Pittsburgh, Pennsylvania
January 24, 2002

                                        34
<PAGE>

                           WEIRTON STEEL CORPORATION

                    CONSOLIDATED STATEMENTS OF INCOME (LOSS)

<Table>
<Caption>
                                                                 YEAR ENDED DECEMBER 31,
                                                           ------------------------------------
                                                              2001         2000         1999
                                                           ----------   ----------   ----------
                                                                  (DOLLARS IN THOUSANDS,
                                                                  EXCEPT PER SHARE DATA)
<S>                                                        <C>          <C>          <C>
NET SALES................................................  $  960,358   $1,117,829   $1,130,432
  Operating costs:
  Cost of sales..........................................   1,041,501    1,052,867    1,076,077
  Selling, general and administrative expenses...........      34,515       41,673       44,806
  Depreciation...........................................      65,194       63,968       60,866
  Restructuring charges..................................     141,326           --           --
  Asset impairment.......................................          --           --       22,522
  Profit sharing provision...............................          --           --       15,473
                                                           ----------   ----------   ----------
       TOTAL OPERATING COSTS.............................   1,282,536    1,158,508    1,219,744
                                                           ----------   ----------   ----------
LOSS FROM OPERATIONS.....................................    (322,178)     (40,679)     (89,312)
  Gain on sale of investment, net........................          --           --      170,117
  Loss from unconsolidated subsidiaries..................     (18,673)     (26,208)      (1,105)
  Interest expense.......................................     (38,458)     (34,633)     (44,223)
  Other income, net......................................         719        4,797        2,198
  ESOP contribution......................................          --           --       (1,305)
                                                           ----------   ----------   ----------
  Income (loss) before income taxes, extraordinary item
     and minority interest...............................    (378,590)     (96,723)      36,370
  Income tax provision (benefit).........................     153,765      (11,607)       8,227
                                                           ----------   ----------   ----------
  Income (loss) before extraordinary item and minority
     interest............................................    (532,355)     (85,116)      28,143
  Extraordinary loss on early extinguishment of debt.....        (958)          --           --
                                                           ----------   ----------   ----------
  Income (loss) before minority interest.................    (533,313)     (85,116)      28,143
  Minority interest in loss of subsidiary................          --           --        2,804
                                                           ----------   ----------   ----------
NET INCOME (LOSS)........................................  $ (533,313)  $  (85,116)  $   30,947
                                                           ==========   ==========   ==========
PER SHARE DATA:
  Weighted average number of common shares (in
     thousands):
     Basic...............................................      41,491       41,401       41,600
     Diluted.............................................      41,491       41,401       43,299
  Basic earnings per share:
     Income (loss) before extraordinary item.............  $   (12.83)  $    (2.06)  $     0.74
     Extraordinary loss on early extinguishment of
       debt..............................................       (0.02)          --           --
                                                           ----------   ----------   ----------
     Net income (loss) per share.........................  $   (12.85)  $    (2.06)  $     0.74
                                                           ==========   ==========   ==========
  Diluted earnings per share:
     Income (loss) before extraordinary item.............  $   (12.83)  $    (2.06)  $     0.71
     Extraordinary loss on early extinguishment of
       debt..............................................       (0.02)          --           --
                                                           ----------   ----------   ----------
     Net income (loss) per share.........................  $   (12.85)  $    (2.06)  $     0.71
                                                           ==========   ==========   ==========
</Table>

        The accompanying notes are an integral part of these statements.
                                        35
<PAGE>

                           WEIRTON STEEL CORPORATION

                          CONSOLIDATED BALANCE SHEETS

<Table>
<Caption>
                                                                AS OF DECEMBER 31,
                                                              -----------------------
                                                                 2001         2000
                                                              ----------   ----------
                                                              (DOLLARS IN THOUSANDS,
                                                              EXCEPT PER SHARE DATA)
<S>                                                           <C>          <C>
                          ASSETS:
CURRENT ASSETS:
  Cash and equivalents, including restricted cash of $778
    and $775, respectively..................................  $    5,671   $   32,027
  Receivables, less allowances of $7,487 and $9,008,
    respectively............................................     103,046       74,987
  Inventories...............................................     136,850      202,377
  Deferred income taxes.....................................          --       39,654
  Other current assets......................................       5,980       11,342
                                                              ----------   ----------
       TOTAL CURRENT ASSETS.................................     251,547      360,387
Property, plant and equipment, net..........................     432,880      487,664
Investment in unconsolidated subsidiaries...................       1,578       19,375
Deferred income taxes.......................................          --      114,111
Intangible pension asset....................................      19,689           --
Other assets and deferred charges...........................      14,841        8,834
                                                              ----------   ----------
       TOTAL ASSETS.........................................  $  720,535   $  990,371
                                                              ==========   ==========
                        LIABILITIES:
CURRENT LIABILITIES:
  Senior credit facility....................................  $   92,082   $       --
  Senior notes payable......................................     243,271           --
  Accounts payable..........................................      71,197       76,415
  Accrued employee benefits.................................      76,029       68,751
  Accrued taxes other than income...........................      15,008       12,886
  Other current liabilities.................................      15,916        9,122
                                                              ----------   ----------
       TOTAL CURRENT LIABILITIES............................     513,503      167,174
Notes payable...............................................      67,806      299,253
Accrued pension obligation..................................     205,282       79,994
Postretirement benefits other than pensions.................     336,375      319,320
Other long term liabilities.................................      46,812       40,619
                                                              ----------   ----------
       TOTAL LIABILITIES....................................   1,169,778      906,360
REDEEMABLE STOCK:
  Preferred stock, Series A, $0.10 par value; 1,548,794 and
    1,572,725 shares authorized and issued; 1,511,168 and
    1,553,943 subject to put................................      21,108       21,728
  Less: Preferred treasury stock, Series A, at cost, 52,640
    and 42,797 shares.......................................        (760)        (617)
                                                              ----------   ----------
       TOTAL REDEEMABLE STOCK...............................      20,348       21,111
STOCKHOLDERS' EQUITY (DEFICIT):
  Preferred stock, Series A, $0.10 par value; 37,626 and
    18,782 shares not subject to put........................         546          273
  Common stock, $0.01 par value; 50,000,000 shares
    authorized; 43,812,763 and 43,788,832 shares issued.....         438          438
  Additional paid-in capital................................     459,871      460,521
  Common stock issuable, 432,184 and 279,792 shares.........         163          279
  Retained earnings (deficit)...............................    (916,623)    (383,310)
  Less: Common treasury stock, at cost, 2,310,739 and
    2,498,198 shares........................................     (13,986)     (15,301)
                                                              ----------   ----------
       TOTAL STOCKHOLDERS' EQUITY (DEFICIT).................    (469,591)      62,900
                                                              ----------   ----------
TOTAL LIABILITIES, REDEEMABLE STOCK AND STOCKHOLDERS' EQUITY
  (DEFICIT).................................................  $  720,535   $  990,371
                                                              ==========   ==========
</Table>

        The accompanying notes are an integral part of these statements.
                                        36
<PAGE>

                           WEIRTON STEEL CORPORATION

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<Table>
<Caption>
                                                                  YEAR ENDED DECEMBER 31,
                                                              --------------------------------
                                                                2001        2000       1999
                                                              ---------   --------   ---------
                                                                   (DOLLARS IN THOUSANDS)
<S>                                                           <C>         <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss).........................................  $(533,313)  $(85,116)  $  30,947
  Adjustments to reconcile net income (loss) to net cash
    provided (used) by operating activities:
    Depreciation............................................     65,194     63,968      60,866
    Loss from unconsolidated subsidiaries...................     18,673     26,208       1,105
    Amortization of deferred financing costs................      2,360      1,987       1,899
    Restructuring charges...................................    141,326         --          --
    Extraordinary loss on early extinguishment of debt......        958         --          --
    Asset impairment........................................         --         --      22,522
    ESOP contribution.......................................         --         --       1,305
    Minority interest.......................................         --         --      (2,804)
    Deferred income taxes...................................    153,765     (5,001)       (153)
  Cash provided (used) by working capital items:
    Receivables.............................................    (28,059)    28,731       7,179
    Inventories.............................................     65,527    (15,667)     72,622
    Other current assets....................................      5,265     (5,312)      6,716
    Accounts payable........................................     (5,618)   (56,586)     20,685
    Other current liabilities...............................     11,410    (22,245)     20,772
    Accrued pension obligation..............................     10,262    (11,301)      9,387
    Other postretirement benefits...........................    (12,424)    (8,344)     (6,777)
    Proceeds from sale of investment, net...................         --         --    (170,117)
    Other...................................................     (5,069)     3,759       4,435
                                                              ---------   --------   ---------
Net cash provided (used) by operating activities............   (109,743)   (84,919)     80,589
CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from gain on sale of investment, net.............         --         --     170,117
  Loans and advances to unconsolidated subsidiaries.........       (793)   (40,858)     (3,178)
  Distribution from unconsolidated subsidiary...............         --      1,000          --
  Capital spending..........................................    (10,410)   (37,770)    (21,614)
                                                              ---------   --------   ---------
Net cash provided (used) by investing activities............    (11,203)   (77,628)    145,325
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of debt............................    103,613         --          --
  Repayment of debt obligations.............................         --     (5,831)    (84,232)
  Purchase of treasury stock................................         --    (15,990)         --
  Reissuance of treasury stock..............................         --      7,205          --
  Issuance of common stock..................................         --         72          --
  Common shares issuable....................................       (208)      (152)       (101)
  Deferred financing costs..................................     (8,815)        --        (700)
                                                              ---------   --------   ---------
Net cash provided (used) by financing activities............     94,590    (14,696)    (85,033)
                                                              ---------   --------   ---------
Net change in cash and equivalents..........................    (26,356)  (177,243)    140,881
Cash and equivalents at beginning of period.................     32,027    209,270      68,389
                                                              ---------   --------   ---------
Cash and equivalents at end of period.......................  $   5,671   $ 32,027   $ 209,270
                                                              =========   ========   =========
SUPPLEMENTAL CASH FLOW INFORMATION
  Interest paid, net of capitalized interest................  $  31,453   $ 34,630   $  46,147
  Income taxes paid (refunded), net.........................     (6,814)     5,127      (3,191)
</Table>

        The accompanying notes are an integral part of these statements.
                                        37
<PAGE>

                           WEIRTON STEEL CORPORATION

           CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

                 (DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)

<Table>
<Caption>
                                                                   COMMON STOCK
                                                              ----------------------       ADDITIONAL
                                                                SHARES        AMOUNT     PAID-IN CAPITAL
                                                              -----------     ------     ---------------
<S>                                                           <C>             <C>        <C>
CONSOLIDATED STOCKHOLDERS' EQUITY AT DECEMBER 31, 1998......   43,178,134      $432         $457,851
Net income..................................................           --        --               --
Conversion of preferred stock...............................       30,167        --              437
Exercise of preferred stock put options.....................           --        --              124
Purchase of treasury stock..................................           --        --                2
Reclassification of preferred Series A not subject to put...           --        --               --
Employee stock purchase plan:
  Shares issued.............................................      285,430         3              376
  Shares issuable...........................................           --        --               --
Board of Directors compensation plans:
  Shares issued.............................................        5,632        --             (541)
  Shares issuable...........................................           --        --               --
Amortization of deferred compensation.......................           --        --               --
Deferred compensation.......................................           --        --               --
                                                              -----------      ----         --------
CONSOLIDATED STOCKHOLDERS' EQUITY AT DECEMBER 31, 1999......   43,499,363       435          458,249
Net loss....................................................           --        --               --
Conversion of preferred stock...............................       91,744         1            1,329
Exercise of preferred stock put options.....................           --        --              275
Purchase of treasury stock..................................           --        --                3
Reclassification of preferred Series A not subject to put...           --        --               --
Exercise of stock options...................................       30,250        --            1,215
Employee stock purchase plan:
  Shares issued.............................................      167,475         2              230
  Shares issuable...........................................           --        --               --
Board of Directors compensation plans:
  Shares issued.............................................           --        --             (780)
  Shares issuable...........................................           --        --               --
Amortization of deferred compensation.......................           --        --               --
Deferred compensation.......................................           --        --               --
                                                              -----------      ----         --------
CONSOLIDATED STOCKHOLDERS' EQUITY AT DECEMBER 31, 2000......   43,788,832       438          460,521
Net loss....................................................           --        --               --
Conversion of preferred stock...............................       23,931        --              349
Exercise of preferred stock.................................           --        --              126
Purchase of treasury stock..................................           --        --                2
Reclassification of preferred Series A not subject to put...           --        --               --
Employee stock purchase plan:
  Shares issued.............................................           --        --             (329)
  Shares issuable...........................................           --        --               --
Board of Directors compensation plans:
  Shares issued.............................................           --        --             (798)
                                                              -----------      ----         --------
CONSOLIDATED STOCKHOLDERS' EQUITY (DEFICIT) AT DECEMBER 31,
  2001......................................................   43,812,763      $438         $459,871
                                                              ===========      ====         ========
</Table>

        The accompanying notes are an integral part of these statements.
                                        38
<PAGE>

<Table>
<Caption>
  COMMON SHARES                                   COMMON TREASURY      PREFERRED SERIES A
    ISSUABLE                       RETAINED            STOCK           NOT SUBJECT TO PUT
-----------------     DEFERRED     EARNINGS    ---------------------   ------------------   STOCKHOLDERS'
 SHARES    AMOUNT   COMPENSATION   (DEFICIT)     SHARES      AMOUNT     SHARES    AMOUNT       EQUITY
 ------    ------   ------------   ---------   ----------   --------   --------   -------   -------------
<S>        <C>      <C>            <C>         <C>          <C>        <C>        <C>       <C>
 383,562   $ 532       $(492)      $(329,141)   1,983,561   $ (7,872)   16,060     $233       $ 121,543
      --      --          --          30,947           --         --        --       --          30,947
      --      --          --              --           --         --    (5,080)     (74)            363
      --      --          --              --           --         --        --       --             124
      --      --          --              --          253         --        --       --               2
      --      --          --              --           --         --     6,275       91              91
(285,430)   (379)         --              --           --         --        --       --              --
 167,475     231          --              --           --         --        --       --             231
 (98,132)   (153)         --              --      (98,132)       702        --       --               8
 136,638     200        (200)             --           --         --        --       --              --
      --      --         683              --           --         --        --       --             683
      --      --           9              --           --         --        --       --               9
--------   -----       -----       ---------   ----------   --------   -------     ----       ---------
 304,113     431          --        (298,194)   1,885,682     (7,170)   17,255      250         154,001
      --      --          --         (85,116)          --         --        --       --         (85,116)
      --      --          --              --           --         --    (3,895)     (56)          1,274
      --      --          --              --           --         --        --       --             275
      --      --          --              --    2,605,329    (15,990)       --       --         (15,987)
      --      --          --              --           --         --     5,422       79              79
      --      --          --              --   (1,855,894)     6,879        --       --           8,094
(167,475)   (231)         --              --           --         --        --       --               1
  59,978      61          --              --           --         --        --       --              61
(136,638)   (200)         --              --     (136,919)       980        --       --              --
 219,814     218          --              --           --         --        --       --             218
      --      --        (679)             --           --         --        --       --            (679)
      --      --         679              --           --         --        --       --             679
--------   -----       -----       ---------   ----------   --------   -------     ----       ---------
 279,792     279          --        (383,310)   2,498,198    (15,301)   18,782      273          62,900
      --      --          --        (533,313)          --         --        --       --        (533,313)
      --      --          --              --           --         --       (63)      (1)            348
      --      --          --              --           --         --        --       --             126
      --      --          --              --          125         --        --       --               2
      --      --          --              --           --         --    18,907      274             274
 (59,978)    (61)         --              --      (59,978)       390        --       --              --
 339,976      71          --              --           --         --        --       --              71
(127,606)   (126)         --              --     (127,606)       925        --       --               1
--------   -----       -----       ---------   ----------   --------   -------     ----       ---------
 432,184   $ 163       $  --       $(916,623)   2,310,739   $(13,986)   37,626     $546       $(469,591)
========   =====       =====       =========   ==========   ========   =======     ====       =========
</Table>

                                        39
<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE AMOUNTS, OR IN MILLIONS OF DOLLARS
                                WHERE INDICATED

NOTE 1

  BASIS OF PRESENTATION

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

     In the Company's consolidated balance sheets, MetalSite is accounted for
under the equity method as of December 31, 2001 and 2000. MetalSite's results of
operations are consolidated with the Company's results through December 29,
1999, and were reported under the equity method thereafter until the Company
wrote-off its investment in the first quarter of 2001. See Note 20.

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

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

NOTE 2

  ORGANIZATION AND BACKGROUND

  Background

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

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

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

  Current Conditions and Management's Plan

     The Company incurred a net loss for the year ended December 31, 2001 of
$533.3 million and had a total stockholders' deficit of $470 million as of that
date. Recessionary conditions continue to prevail in the U.S. domestic steel
industry, materially and adversely affecting the Company and its competitors.
There have been favorable signs of improvement in these market conditions in
early 2002. Management's 2002 operating plan is based on further improvements in
market conditions within the U.S. domestic steel industry.

                                        40
<PAGE>

     Representatives of an informal committee composed of institutional holders
of 70.1% of the aggregate principal amount outstanding of the 11 3/8% Senior
Notes due 2004 and 46.5% of the aggregate principal amount outstanding of the
10 3/4% Senior Notes due 2005 contacted the Company in November 2001 and
negotiated the terms of an offer to exchange outstanding senior notes for a
combination of 10% Senior Secured Notes due 2008 and Series C preferred stock.
The City of Weirton is also offering to exchange all of its outstanding
Pollution Control Revenue Refunding Bonds (Weirton Steel Corporation Project)
Series 1989 due 2014 for Secured Pollution Control Revenue Refunding Bonds
(Weirton Steel Corporation Project) Series 2002 due 2012. Each exchange offer is
conditioned on the consummation of the other exchange offer.

     During its negotiations with representatives of the informal committee of
institutional holders, the Company has not made scheduled interest payments of
$6.5 million on the 10 3/4% Senior Notes due 2005, which were due December 1,
2001, or scheduled interest payments of $7.0 million on the 11 3/8% Senior Notes
due 2004, which were due January 1, 2002. Failure to make these payments
constituted events of default under the indentures governing the senior notes.
Thus, the notes have been classified as current in the accompanying balance
sheet. As a result of this event of default, either the trustee for the senior
notes or holders of not less than 25% in aggregate principal amount of the
senior notes may declare the entire principal of all the notes immediately due
and payable by notifying the Company in writing.

     Prior to the commencement of the exchange offer, the Company entered into
forbearance and lock-up agreements with holders of a majority of the outstanding
senior notes.

     The closing of these exchange offers is a critical part of a strategic plan
to reduce operating costs, improve liquidity and working capital position,
restructure long-term debt and fundamentally reposition the business to focus on
the production and sale of tin mill products and other higher margin sheet
products.

     If the Company is unable to close the exchange offers, it may have to seek
bankruptcy protection or commence liquidation or administrative proceedings. In
that case, owners of the outstanding senior notes and series 1989 bonds may only
receive repayments of little or none of the principal amount of their notes or
bonds. In a bankruptcy proceeding, the Company's ability to reposition its
business would be significantly impaired, delayed, or may never occur.

     The Company's strategic plan has five integral steps and began to recognize
the benefits of the first three steps in the fourth quarter of 2001:

     - reducing operating costs on an annual basis through the full
       implementation of a cost savings program which includes a workforce
       reduction, reductions to employee benefits costs and other operating cost
       savings, which became effective in late October 2001;

     - improving liquidity and long-term supplier relationship through financing
       programs entered into primarily with the Company's vendors, including
       over 60 suppliers, in later October 2001 and through ongoing negotiations
       with other suppliers of services and raw materials;

     - increasing borrowing availability and liquidity through the refinancing
       of the Company's bank credit and asset securitization facilities, which
       became effective in October 2001;

     - restructuring long-term debt and lowering our debt service costs through
       the exchange offers in order to increase liquidity and financial
       flexibility, as well as to provide greater overall financial stability
       and to permit the fundamental repositioning of the Company's business
       through strategic acquisition and target investments; and

     - fundamental repositioning of the Company's business to focus on tin mill
       and other higher margin sheet products and significantly reduce the
       Company's presence in the commodity flat-rolled product market through
       strategic acquisition and targeted investments and further improvements
       to the Company's operating cost structure by increasing the use of its
       hot strip mill capacity dedicated to tolling or converting stainless
       steel slabs and increasing the proportion of its coils used in its
       downstream finishing operations in the production of tin mill and other
       higher margin value-added products.

                                        41
<PAGE>

     The consummation of the exchange offers to restructure our long-term debt
is the critical next step in the Company's strategic plan. If the Company is
unable to reduce its current debt obligations and extend debt maturities on the
outstanding notes and bonds through the exchange offers, and thus improve its
liquidity and financial stability, it may be unable to attract the necessary
outside debt or equity financing needed to implement the final step of its plan,
the fundamental repositioning of its business through strategic acquisitions and
new investments. If the Company is not successful in repositioning and achieving
its 2002 operating plan and its strategic plan, the corporate restructuring and
refinancing steps that it has taken to date may be inadequate to ensure its
continued viability and competitiveness.

  Employees

     Substantially all of the Company's employees participate in the 1984 ESOP
and the 1989 ESOP which owned approximately 19% of the issued and outstanding
common shares and substantially all the shares of the Company's preferred stock
as of December 31, 2001. The shares of common stock and preferred stock held by
the 1984 ESOP and the 1989 ESOP collectively represent 40% of the voting power
of the Company's voting stock as of December 31, 2001.

     In June 2001, the Company and four bargaining units covering all
represented employees ratified labor agreements which extend through September
1, 2002. The Company and the bargaining units reopened and modified the
agreements to allow for the necessary workforce reductions to implement the
Company's planned employment cost savings program. The new agreements extend
through at least March 2004. They contain workrule and retirement provisions
necessary to achieve the workforce reductions that are part of the Company's
operating cost savings program. The new agreements also provide for a $1.00 per
hour wage increase beginning in April 2003. Approximately 86% of the Company's
workforce is covered under these collective bargaining agreements.

  Other

     On September 6, 2001, the Company was de-listed from the NYSE for failure
to maintain adequate market capitalization. Since then, the Company's stock has
traded on the OTC Bulletin Board under the symbol WRTL.

NOTE 3

  SIGNIFICANT ACCOUNTING POLICIES

  Cash

     The liability representing outstanding checks drawn against a zero-balance
general disbursement bank account is included in accounts payable for financial
statement presentation. Such amounts were $4.8 million and $8.6 million as of
December 31, 2001 and 2000, respectively.

     In conjunction with its senior credit facility, the Company has entered
into arrangements that require it to utilize all available cash to pay down
amounts outstanding under its senior credit facility. Cash needs are funded via
issuances from the senior credit facility. The December 31, 2001 cash balance of
$5.7 million is the result of amounts received from customers that had not yet
been transferred to pay down amounts outstanding under the senior credit
facility and certain required compensating balances. See Note 6.

  Cash Equivalents

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

  Inventories

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

                                        42
<PAGE>

  Property, Plant and Equipment

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

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

  Senior Credit Facility

     As discussed under the "Cash" sub-heading above, the Company's senior
credit facility is accompanied by an arrangement which requires that the Company
utilize all available cash to pay-down amounts outstanding under the senior
credit facility (with allowances for timing of transfers). Due to this
arrangement, the balance outstanding under the senior credit facility is
accounted for as a current liability even though the term of the agreement
extends through March 2004.

  Employee Stock Ownership Plan (ESOP) Accounting

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

  Employee Profit Sharing

     There were no provisions for employee profit sharing in 2001 and 2000. The
provision for 1999 of $15.5 million for employee profit sharing was calculated
in accordance with the Profit Sharing Plan as amended in 1994.

  Research and Development

     The Company incurs research and development costs to improve existing
products, develop new products and develop more efficient operating techniques.
The costs are charged to expense as incurred and totaled $1.0 million, $2.7
million and $2.0 million in 2001, 2000 and 1999, respectively.

  Shipping and Handling Fees and Costs

     In the fourth quarter of 2000, the Company adopted Emerging Issues Task
Force Issue 00-10, "Accounting for Shipping and Handling Fees and Costs" ("EITF
00-10"), which addresses the diversity in the income statement classification of
amounts charged to customers for shipping and handling, as well as for costs
incurred related to shipping and handling. EITF 00-10 requires all amounts
billed to a customer in a sales transaction related to shipping and handling be
classified as revenue and that shipping and handling charges incurred by the
Company not be recorded as a reduction of revenue. Therefore, the Company
reclassified from net sales to cost of sales $42.4 million and $39.0 million for
2000 and 1999, respectively, which represent those shipping and handling charges
incurred by the Company and previously recorded as a reduction of revenue. In
2001, the Company included in sales and cost of sales $42.0 million in shipping
and handling charges that it incurred.

  Derivative Instruments

     In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("Statement 133"). The Statement establishes
accounting and reporting standards requiring that every derivative instrument
                                        43
<PAGE>

(including certain derivative instruments embedded in other contracts) be
recorded in the balance sheet as either an asset or liability measured at its
fair value. The impact of the Company's implementation of Statement 133,
effective January 1, 2001, was immaterial to the Company's financial position.

  Revenue Recognition

     Revenues are recognized generally when products are shipped or services are
provided to customers, the sales price is fixed and determinable, and
collectability is reasonably assured. Costs associated with revenues, including
shipping and other transportation costs, are recorded in cost of sales.

NOTE 4

  INVENTORIES

     Inventories consisted of the following:

<Table>
<Caption>
                                                                 DECEMBER 31,
                                                              -------------------
                                                                2001       2000
                                                              --------   --------
<S>                                                           <C>        <C>
Raw materials...............................................  $ 38,732   $ 84,120
Work-in-process.............................................    29,275     40,242
Finished goods..............................................    68,843     78,015
                                                              --------   --------
                                                              $136,850   $202,377
                                                              ========   ========
</Table>

NOTE 5

  PROPERTY, PLANT AND EQUIPMENT

     Property, plant and equipment consisted of the following:

<Table>
<Caption>
                                                                  DECEMBER 31,
                                                              ---------------------
                                                                2001        2000
                                                              ---------   ---------
<S>                                                           <C>         <C>
Land........................................................  $   1,130   $   1,112
Buildings...................................................      9,411       9,270
Machinery, equipment and other..............................    967,497     959,298
Construction-in-progress....................................     16,225      14,173
                                                              ---------   ---------
                                                                994,263     983,853
Less: Allowances for depreciation...........................   (561,383)   (496,189)
                                                              ---------   ---------
                                                              $ 432,880   $ 487,664
                                                              =========   =========
</Table>

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

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

     Capitalized interest applicable to facilities under construction for the
year ended December 31, 2000 amounted to $0.2 million. There was no capitalized
interest applicable to facilities under construction for the years ended
December 31, 2001 and 1999.

     For the years ended December 31, 2001 and 2000 the Company incurred capital
expenditures of $3.9 million and $7.3 million on a project to install new
equipment related to a new polymer coating process. The Company

                                        44
<PAGE>

has temporarily suspended the project. The Company plans to continue
installation of the equipment when resources for capital projects are more
readily available.

NOTE 6

  FINANCING ARRANGEMENTS

  Debt Obligations

<Table>
<Caption>
                                                            DECEMBER 31,
                                                       ----------------------
                                                         2001          2000
                                                       ---------     --------
<S>                                                    <C>           <C>
Current revolving credit obligation:
  Obligation under senior credit facility............  $  92,082     $     --
Debt:
11 3/8% Senior Notes due 7/1/04......................  $ 122,724     $122,724
10 3/4% Senior Notes due 6/1/05......................    121,256      121,256
8 5/8% Pollution Control Bonds due 11/1/14...........     56,300       56,300
Less: Unamortized debt discount......................       (734)      (1,027)
Vendor financing obligations.........................     11,531           --
                                                       ---------     --------
Total debt obligations...............................    311,077      299,253
Less current portion.................................   (243,271)          --
                                                       ---------     --------
Long-term debt.......................................  $  67,806     $299,253
                                                       =========     ========
</Table>

     The current portion of debt consists of the 11 3/8% Senior Notes due July
1, 2004, the 10 3/4% Senior Notes due June 1, 2005 and a portion of the debt
discount. They are classified as current due to an event of default as described
below under "Senior Notes". The long term portion of the debt consists of $56.3
million of 8 5/8% Pollution Control Bonds due November 1, 2014 and $11.5 million
of vendor financing obligations for which quarterly installment payments will
begin in the first quarter of 2003.

  Senior Notes

     The indentures governing the senior notes are substantially similar and
contain covenants that limit, among other things, the incurrence of additional
indebtedness, the declaration and payment of dividends and distributions on the
Company's capital stock, investments in joint ventures, as well as mergers,
consolidations, liens and sales of certain assets. Representatives of an
informal committee composed of institutional holders of 70.1% of the aggregate
principal amount outstanding of the 11 3/8% Senior Notes due 2004 and 46.5% of
the aggregate principal amount outstanding of the 10 3/4% Senior Notes due 2005
contacted the Company in November 2001 and negotiated the terms of the offer to
exchange the outstanding senior notes for new senior secured notes and Series C
preferred stock. During these negotiations, the Company did not make scheduled
interest payments of $6.5 million on the 10 3/4% Senior Notes due 2005, which
were due December 1, 2001, or scheduled interest payments of $7.0 million on the
11 3/8% Senior Notes due 2004, which were due January 1, 2002. Failure to make
these payments constituted events of default under the indentures governing the
senior notes. As a result of this event of default, either the trustee for the
senior notes or holders of not less than 25% in aggregate principal amount of
the senior notes may declare the entire principal of all the notes immediately
due and payable by notifying the Company in writing.

     As of December 31, 2001, the Company's ability to incur additional
indebtedness under the indentures governing the senior notes was limited to
$45.7 million, excluding certain types of permitted indebtedness including
indebtedness under the senior credit facility and the prior Inventory Facility
referred to below. Under covenants affecting the Company's ability to pay
dividends on its common stock, the Company is limited as to the payment of
aggregate dividends, to the greater of (i) $5.0 million or (ii) $5.0 million
plus one-half of the Company's cumulative consolidated net income since March
31, 1993, plus the net proceeds from future issuances of certain capital stock
less certain allowable payments. As of December 31, 2001, pursuant to this
covenant, the Company's ability to pay dividends on its common stock was limited
to $5.0 million. Upon the occurrence of a change in control, as defined under
the indentures, holders of the senior notes will have the option

                                        45
<PAGE>

to cause the Company to repurchase their senior notes at 101% of the principal
amount, plus accrued interest to the date of repurchase.

     The city of Weirton is offering to exchange the outstanding series 1989
bonds for new secured series 2002 bonds. The Company has made all scheduled
interest payments on the series 1989 bonds through November 1, 2001. The series
1989 bonds and the senior notes contain cross-acceleration covenants. Though the
senior notes had an event of default, no acceleration action has been made.
Thus, the series 1989 bonds are classified as long term debt.

     The Company has $122.7 million in principal payments due in 2004, $121.3
million due in 2005 and $56.3 million due thereafter.

  Senior Credit Facility

     The new senior credit facility was established on October 26, 2001 by
agreement with Fleet Capital Corporation, as agent for itself and other lenders,
Foothill Capital Corporation, as syndication agent, the CIT Group/Business
Credit, Inc. and GMAC Business Credit LLC, which serve as co-documentation
agents for the facility, and Transamerica Business Capital Corporation. The
proceeds from the facility were used to refinance the existing Inventory
Facility and Receivables Participation Agreements. Through this new asset-based
facility, the Company is able to more effectively borrow against its current
assets and generate additional availability as compared to its prior facilities
to provide it with greater liquidity for its working capital requirements and
general corporate purposes. The new senior credit facility has resulted in
additional availability of approximately $30 to $35 million (at existing current
asset levels). At December 31, 2001, the Company had borrowed $92.1 million
under the senior credit facility and had utilized an additional $9.5 million
under the letter of credit sub-facility. After consideration of amounts
outstanding under the letter of credit subfacility, the Company had $27.9
million available for additional borrowing under the facility.

     The senior credit facility, which matures on March 31, 2004, consists of up
to $200.0 million of available loans secured by accounts receivable (including
related general intangibles) and inventory, including a $25.0 million letter of
credit subfacility and a $25.0 million tandem mill subfacility, which in
addition to the collateral described above is also secured by the real property
constituting the No. 9 tin tandem mill and all equipment and fixtures located on
that property. Although a portion of the senior credit facility is secured by
the No. 9 tin tandem mill, the Company is permitted, with reasonable consent of
the lenders under the facility, to enter into a sale and leaseback or other
financing involving the No. 9 tin tandem mill for amounts in excess of $30.0
million. However, if the Company does enter into such a financing transaction,
the required reserve of $20.0 million against the borrowing base will increase
to $30.0 million. The Company has no present intention to enter into a
transaction involving the No. 9 tin tandem mill.

     Amounts available to the Company from time to time under the senior credit
facility are based upon the level of qualifying accounts receivable and
inventory subject to a minimum availability reserve. Borrowings under the senior
credit facility bear interest at variable rates on the basis of either LIBOR or
the prime rate announced from time to time by Fleet National Bank, at the
Company's option, plus an applicable margin. In addition to such interest, the
Company will also pay a commitment fee equal to 0.50% per annum on unused
portions of the facility. The senior credit facility also contains covenants
that require that the Company demonstrate a certain level of liquidity resulting
from the Company's vendor financing programs and certain levels of operating
cost savings from its restructuring plan.

     Under the senior credit facility, following consummation of the exchange
offers on satisfactory terms and conditions, the Company will be able to make
scheduled semi-annual cash interest payments on the new senior secured notes and
in respect of the new secured series 2002 bonds, provided that these cash
payments may be reserved against availability under the facility. The reserve
could, if fully implemented, reduce amounts available under the facility up to a
maximum of approximately $8 million in any six month period, assuming valid
tender of all the aggregate principal amount of the outstanding notes and
Pollution Control Bonds. In the event that less than all of the aggregate
principal amount of the outstanding notes and Pollution Control Bonds are
tendered in the exchange offers, the Company is permitted to make cash interest
payments on any remaining outstanding

                                        46
<PAGE>

notes and Pollution Control Bonds of up to $4.0 million in any year subject to
similar reservation against availability under the facility.

     As part of the senior credit facility, and in conjunction with banking
arrangements entered into with Fleet, all available cash is used to pay down
amounts outstanding under the senior credit facility. Cash needs are funded via
issuance from the senior credit facility. Because the Company had not
transitioned all deposit accounts to Fleet at December 31, 2001, the Company had
a cash balance of $5.7 million. The amount includes balances received into
lockboxes and other deposit accounts that had not yet been transferred to Fleet
to pay down the senior credit facility.

  Vendor Financing Programs

     The Company has also obtained assistance from its key vendors and others
through its vendor financing programs to improve its near term liquidity. Under
the vendor financing programs, the Company has negotiated arrangements with over
60 vendors, utilities and local entities in the form of purchase credits or
other concessions and improvements in terms to achieve one-time cash benefits of
at least $40 million in the aggregate. The vendor financing programs have been
structured principally as a sale and leaseback transaction of the Company's
Foster-Wheeler Steam Generating Plant, including the related real property and
certain related energy generating equipment, direct advances or concessions by
certain vendors, and the transfer of a major operating lease to a public entity
(eliminating the Company's need to secure its obligations under the lease with a
letter of credit). In addition, the Company expects to enter into a sale and
leaseback of the general office building and research and development building.
To facilitate the sale-leaseback of the steam generating property, the assets
were transferred to FW Holdings, Inc., a wholly owned subsidiary of the Company.
Because the steam generating property is integral to the Company's operation,
the transaction is accounted for as a financing. The Company records a long-term
lease obligation in the amount of proceeds as they are received. The obligations
bear an implicit interest rate of 12% through 2007 and 16% from 2008 to 2012.
The Company will begin making installment payments in the first quarter of 2003.
The amount of payments will be dependent on the total proceeds. The Company
expects to make quarterly payments of $1.5 million based on $30.0 million in
proceeds. The Company will have the option to terminate the lease and repurchase
the assets in 2007 at the unamortized lease balance.

     As of December 31, 2001, the Company had received $11.5 million in proceeds
under the sale-leaseback transaction involving its steam generation assets. In
the first quarter of 2002, the Company received an additional $13.6 million
under the sale-leaseback and other financing arrangements. The Company expects
to receive an additional $3 to $5 million in additional proceeds from these
financing arrangements after the first quarter of 2002.

     In addition to the proceeds from sale-leaseback and other financing
arrangements, the vendor financing programs include rebate and other programs,
the proceeds from which will not bear interest or require repayment. As part of
one of these programs, in February 2002, the West Virginia Economic Development
Authority and one of the Company's vendors reached an agreement assigning the
rights of an operating lease from the vendor to the WVEDA. As part of this
arrangement, the WVEDA has agreed to remove the requirement to have future lease
payments supported by a letter of credit and, consequently, removal of the
letter of credit requirement will result in additional availability under the
Company's senior credit facility of $8.4 million.

  Receivables Participation Agreements

     Prior to the consummation of the senior credit facility, the Company,
through its wholly-owned subsidiary, Weirton Receivables Inc. ("WRI"), was party
to two receivables facilities with a group of three banks (the "WRI Amended
Receivables Facilities"). The WRI Amended Receivables Facilities provided for a
total commitment by the banks of up to $80.0 million, including a letter of
credit subfacility of up to $25.0 million. The Company sold substantially all of
its accounts receivable as they were generated to WRI. Upon the consummation of
the senior credit facility, the WRI Amended Receivables Facilities were closed
and accounts receivable totalling $25.0 million were repurchased and refinanced
under the senior credit facility.

                                        47
<PAGE>

     As of December 31, 2000, $25.0 million of funded participation interest had
been sold to the banks under the WRI Amended Receivables Facilities. Because
proceeds obtained under the WRI Amended Receivables Facilities were obtained by
selling a participation interest in the Company's accounts receivable, as
opposed to borrowing money using accounts receivable as collateral, the proceeds
were recorded as a reduction of the accounts receivable balance. For 2001, 2000
and 1999, the Company recognized $1.1 million, $0.3 million and $0.6 million,
respectively, in discount expense from the sale of the funded participation
interest. Discount expense was recorded as a reduction to other income for
financial reporting purposes. As of December 31, 2000, $8.8 million in letters
of credit under a subfacility were in place. After sale of funded participation
interests and amounts in place under the letter of credit subfacility, the base
amount available for cash sale under both facilities was approximately $3.6
million at December 31, 2000.

     The Company values its accounts receivable based on the face value of
invoices outstanding with allowances for uncollectible accounts and other
potential claims and deductions. The Company valued the portion of the
participation interest it retained by WRI as its outstanding accounts receivable
balance, after allowances, less cash received in exchange for the participation
interest sold. The participation interest sold to the banks was secured by the
interest retained by WRI.

     The key assumption used in valuing the participation interest retained by
WRI is the allowance recorded against its accounts receivable. At December 31,
2000, the Company had recorded a valuation allowance of $7.8 million. Any
hypothetical difference between the valuation allowance recorded and the actual
credit losses and other deductions will entirely affect WRI's accounts
receivable participation because that interest secures the participation
interest held by the banks. During the year ended December 31, 2000, the Company
recorded net losses for uncollectible accounts of $6.2 million.

  Inventory Facility

     In November 1999, the Company and a bank agreed to a new working capital
facility of up to $100.0 million secured by a first priority lien on the
Company's inventory (the "Inventory Facility"). Upon the consummation of the
senior credit facility, the Inventory Facility was closed and the amounts
outstanding were refinanced through the new senior credit facility. Borrowings
under the Inventory Facility were based upon the levels and composition of the
Company's inventory. The amount available for borrowing was limited by both the
Inventory Facility and the Company's senior notes indentures which permit
borrowing only up to 50% of the Company's inventory balance. At the option of
the Company, the Inventory Facility bore interest at a prime or LIBOR rate.
Based upon the amount outstanding, 0.00% to 2.50% was added to the prime or
LIBOR rate. During 2001, the Company incurred interest expense of $2.9 million
related to the facility. On October 26, 2001, prior to refinancing the facility,
borrowings under the facility were $47.8 million. At December 31, 2000, the
Company had not borrowed any amounts under the Inventory Facility.

     The Company incurred a $1.0 million extraordinary loss on early
extinguishment of debt pertaining to costs incurred in the closing of the
inventory facility.

  Leases

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

     Rental expense under operating leases was $5.3 million, $9.0 million and
$7.8 million for the years ended December 31, 2001, 2000 and 1999, respectively.
The minimum future lease payments under noncancelable operating leases are $5.4
million, $4.0 million, $2.6 million, $1.1 million and $0.4 million for the years
ending 2002 through 2006, respectively.

NOTE 7

  EMPLOYEE RETIREMENT BENEFITS

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

                                        48
<PAGE>

  Pensions

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

     The Company's funding policy is influenced by its general cash requirements
but, at a minimum, complies with the funding requirements of federal laws and
regulations. There were no employer contributions to the Pension Plan during
2001, 2000 and 1999. The Pension Plan's assets are held in trust, the
investments of which consist primarily of common stocks, fixed income securities
and short term investments.

  Benefits Other Than Pensions

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

                                        49
<PAGE>

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

<Table>
<Caption>
                                                  PENSION BENEFITS               OTHER BENEFITS
                                             ---------------------------   ---------------------------
                                             DECEMBER 31,   DECEMBER 31,   DECEMBER 31,   DECEMBER 31,
                                                 2001           2000           2001           2000
                                             ------------   ------------   ------------   ------------
<S>                                          <C>            <C>            <C>            <C>
Change in benefit obligation:
  Benefit obligation at beginning of
     year..................................   $ 753,986       $699,119       $321,440       $308,801
  Service cost.............................      14,962         13,532          4,501          4,771
  Interest cost............................      55,659         53,899         23,416         23,874
  Curtailment loss.........................      41,677             --         30,749             --
  Actuarial loss...........................      45,790         39,397         34,748         10,466
  Special termination benefits.............      47,406             --          4,046             --
  Benefits paid............................     (55,001)       (51,961)       (29,824)       (26,472)
                                              ---------       --------       --------       --------
  Benefit obligation at end of year........   $ 904,479       $753,986       $389,076       $321,440
                                              =========       ========       ========       ========
Change in plan assets:
  Fair value of plan assets at beginning of
     year..................................   $ 727,157       $787,114       $     --       $     --
  Actual return on plan assets.............     (38,967)        (7,996)            --             --
  Employer contributions...................          --             --         29,824         26,472
  Benefits paid............................     (55,001)       (51,961)       (29,824)       (26,472)
                                              ---------       --------       --------       --------
  Fair value of plan assets at end of
     year..................................   $ 633,189       $727,157       $     --       $     --
                                              =========       ========       ========       ========
Reconciliation of funded status:
  Accumulated benefit obligation...........   $ 838,471       $678,064
  Effect of projected compensation
     increases.............................      66,008         75,922
                                              ---------       --------
  Actuarial present value of projected
     benefit obligation....................     904,479        753,986       $389,076       $321,440
  Plan assets at fair value................     633,189        727,157             --             --
                                              ---------       --------       --------       --------
  Projected benefit obligation greater than
     plan assets...........................     271,290         26,829        389,076        321,440
  Items not yet recognized:
     Prior service cost....................     (47,221)       (61,688)        18,742         31,575
     Actuarial gains (losses)..............     (30,580)       131,035        (43,441)        (8,693)
     Remaining net obligation at
       transition..........................      (7,896)       (16,182)            --             --
                                              ---------       --------       --------       --------
  Accrued benefit obligation...............   $ 185,593       $ 79,994       $364,377       $344,322
                                              =========       ========       ========       ========
Amounts recognized in the consolidated
  balance sheets:
  Accrued benefit liability................   $ 205,282       $ 79,994       $364,377       $344,322
  Intangible assets........................     (19,689)            --             --             --
                                              ---------       --------       --------       --------
  Net amount recognized....................   $ 185,593       $ 79,994       $364,377       $344,322
                                              =========       ========       ========       ========
</Table>

                                        50
<PAGE>

<Table>
<Caption>
                                               PENSION BENEFITS                              OTHER BENEFITS
                                  ------------------------------------------   ------------------------------------------
                                  DECEMBER 31,   DECEMBER 31,   DECEMBER 31,   DECEMBER 31,   DECEMBER 31,   DECEMBER 31,
                                      2001           2000           1999           2001           2000           1999
                                  ------------   ------------   ------------   ------------   ------------   ------------
<S>                               <C>            <C>            <C>            <C>            <C>            <C>
Components of net periodic
  benefit cost:
  Service cost..................    $ 14,962       $ 13,532       $ 15,894       $  4,501       $  4,771       $  5,696
  Interest cost.................      55,659         53,899         49,926         23,416         23,874         21,245
  Expected return on plan
    assets......................     (73,598)       (79,982)       (69,810)            --             --             --
  Amortization of transition
    amount......................       7,390          7,390          7,390             --             --             --
  Amortization of prior service
    cost........................       9,109          9,089          9,089        (10,517)       (10,517)       (10,517)
  Recognized net actuarial
    gain........................      (3,260)       (15,229)        (3,102)            --             --             --
                                    --------       --------       --------       --------       --------       --------
  Net periodic benefit cost.....      10,262        (11,301)         9,387         17,400         18,128         16,424
  Cost of curtailment...........      47,931             --             --         28,433             --             --
  Cost of special termination
    benefits....................      47,406             --             --          4,046             --             --
                                    --------       --------       --------       --------       --------       --------
  Total benefit cost............    $105,599       $(11,301)      $  9,387       $ 49,879       $ 18,128       $ 16,424
                                    ========       ========       ========       ========       ========       ========
Rate assumptions:
  Discount rate(1)..............        7.00%          7.50%          8.00%          7.00%          7.50%          8.00%
  Expected return on plan
    assets(2)...................       10.50%         10.50%         10.50%            --             --             --
  Assumed increase in
    compensation levels(1)......      1% for             3%         2% for         1% for             3%         2% for
                                      1 year                        1 year         1 year                        1 year
                                      0% for                        and 3%         0% for                        and 3%
                                     3 years                    thereafter        3 years                    thereafter
                                      and 4%                                       and 4%
                                  thereafter                                   thereafter
</Table>

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

 (1) Weighted-average rates as of December 31.

 (2) Weighted-average rates used in determining net periodic benefit cost. The
     weighted-average rate for 2002 is 9.0%.

     The medical cost and administrative expense rates used to project
anticipated cash flows and measure the Company's postretirement benefit
obligation as of December 31, 2001, 2000 and 1999 are as follows:

<Table>
<Caption>
                                                   FOR RETIREES WHO HAVE        FOR RETIREES WHO ARE
                                                   NOT YET REACHED AGE 65         AGE 65 AND OLDER
                                                  ------------------------      ---------------------
                                                   2001     2000     1999       2001    2000    1999
                                                  ------    -----    -----      -----   -----   -----
<S>                                               <C>       <C>      <C>        <C>     <C>     <C>
Base medical cost trend:
  Rate in first year............................  10.00%    5.75%    6.50%      7.50%   5.25%   5.75%
  Ultimate rate.................................   4.50%    4.50%    5.00%      4.50%   4.50%   5.00%
  Year in which ultimate rate is reached........   2008     2003     2003       2008    2003    2003
Major medical cost trend:
  Rate in first year............................  13.75%    6.25%    7.50%        --      --      --
  Ultimate rate.................................   4.50%    4.50%    5.00%        --      --      --
  Year in which ultimate rate is reached........   2008     2003     2003         --      --      --
Administrative expense trend....................   4.50%    4.50%    5.00%      4.50%   4.50%   5.00%
</Table>

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

<Table>
<Caption>
                                              ONE PERCENTAGE POINT INCREASE   ONE PERCENTAGE POINT DECREASE
                                              -----------------------------   -----------------------------
<S>                                           <C>                             <C>
Effect on total of service and interest cost
  components for 2001.......................             $ 1,307                        $ (1,480)
Effect on 2001 accumulated postretirement
  benefit obligation........................             $14,698                        $(15,683)
</Table>

                                        51
<PAGE>

  Other

     During the year ended December 31, 2001, the Company was required to record
an additional minimum pension liability of $19.7 million. In accordance with
SFAS No. 87 "Employers Accounting for Pensions," the offset to this additional
minimum pension liability was recorded as an intangible asset as the additional
minimum liability did not exceed unrecognized prior service costs.

     As a condition of the purchase of the Company's assets from National Steel,
National Steel agreed to retain liability for pension service and the cost of
life and health insurance for employees of the Company's predecessor business
who retired through May 1, 1983. National Steel also retained the liability for
pension service through May 1, 1983 for employees of the predecessor business
who subsequently became active employees of the Company. National Steel
established and funded its own defined benefit plan under which pension benefits
are calculated by crediting employees' service time with National Steel
(together with subsequent Weirton service for benefit eligibility). Pension
benefits payable to Company retirees with National Steel service time are
calculated under the Company's retirement plan. The benefit paid (and required
to be paid) through the Company's plan is reduced by the amount of any benefits
paid or payable by the National Steel Plan for Weirton employees.

     The Company's only obligation for pension service time prior to May 1, 1983
arises when the Company decides to induce an employee to retire prior to
attaining age 62 by offering some form of benefit enhancement. By agreement, the
Company is obligated to reimburse the National Steel Plan on a monthly basis for
all benefits paid by the National Steel Plan from the time payments from the
National Steel Plan commence to the time the pensioner reaches 62 years of age.
The obligation to reimburse the National Steel Plan is recorded at the time the
enhanced benefit is granted. At December 31, 2001, the Company had accrued a
total $19.7 million of which $6.0 million was classified as current benefits
payable and the remainder was classified as an other long-term liability.

     In March 2002, National Steel filed for protection under federal bankruptcy
law. Because amounts owed under the Company's retirement plan are reduced by
amounts paid or payable from the National Steel Plan and because the amount the
Company is required to reimburse the National Steel Plan for induced early
retirements are based on the Company's actions rather than action taken by
National Steel, no change in our accrued pension cost or our obligation to
reimburse National Steel Plan is expected from National Steel's bankruptcy
filing.

NOTE 8

  POSTEMPLOYMENT BENEFITS

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

     Actuarial assumptions and demographic data, as applicable, that were used
to measure the postemployment benefit obligation as of December 31, 2001 and
2000, were consistent with those used to measure pension and other
postretirement benefit obligations for each respective year. As of December 31,
2001 and 2000, the Company had accrued $36.9 million and $31.9 million,
respectively, for postemployment benefit obligations.

NOTE 9

  RESTRUCTURING CHARGES

     As discussed in Note 2, the Company has initiated a five part strategic
restructuring plan. As part of that plan, the Company announced an operating
cost reduction program in 2001. In conjunction with that program, the Company's
management and the ISU negotiated new labor agreements that became effective in
late October 2001. The agreement for production and maintenance employees
provided for the permanent elimination of a minimum of 372 jobs. The office,
clerical and technical agreement provides for the right to eliminate a minimum
of 78 jobs. The Company also streamlined its management structure by eliminating
non-core and redundant activities resulting in a reduction of 100 management
positions.

                                        52
<PAGE>

     These workforce reductions were a key component to the operating cost
savings program. Having identified the specific positions and job classes that
were subject to the reduction and having notified all employees that were
potentially subject to reduction, the Company recorded a fourth quarter
restructuring charge of $129.0 million. The fourth quarter restructuring charge
consisted of a $90.0 million increase in our accrued pension cost and a $28.6
million increase in our liability for other postretirement benefits. Also as
part of the fourth quarter restructuring charge, the Company recorded a $7.7
million liability to reimburse the National Steel Pension Plan for Weirton
Employees. As part of the agreement under which the Company acquired its assets
from National Steel Corporation in 1984, National Steel agreed to assume the
responsibility for pension benefits related to employees' service prior to
acquisition of the facilities by the Company. However, under the same agreement,
the Company is required to partially reimburse the National Steel Pension Plan
for Weirton Employees if employees are induced into retiring early. The
remaining $2.7 million of the fourth quarter restructuring charge was related to
other separation and severance benefits provided to the affected employees.

     In March 2001, prior to the initiation of the Company's strategic
restructuring plan, the Company established and implemented the 2001 Workforce
Downsizing Program. The program reduced non-represented staff employees by
approximately 10%. As a result the Company recorded a first quarter
restructuring charge of $12.3 million consisting of an increase in accrued
pension cost of $5.4 million and an increase in our liability for other
postretirement benefits of $3.9 million. The remaining $3.0 million consisted of
a $0.6 million liability to reimburse the National Steel Pension Plan for
Weirton Employees and $2.4 million of other separation and severance benefits
provided to the affected employees.

     The following table summarizes the impacts of the 2001 restructuring
charges by the affected balance sheet liabilities:

<Table>
<Caption>
                                         BEGINNING     NEW        CASH        OTHER        ENDING
(DOLLARS IN THOUSANDS)                    BALANCE    CHARGES    PAYMENTS   ADJUSTMENTS     BALANCE
----------------------                   ---------   --------   --------   -----------     -------
<S>                                      <C>         <C>        <C>        <C>             <C>
Current liabilities(1).................  $     --    $  5,184   $(1,117)    $      --      $ 4,067
Accrued Pension Obligation
  Cost of curtailment..................        --      47,931        --       (47,931)(3)       --
  Cost of special termination
     benefits..........................        --      47,406        --       (47,406)(3)       --
                                         --------    --------   -------     ---------      -------
Total accrued pension obligation.......        --      95,337        --       (95,337)          --
Postretirement benefits other than
  pensions
  Cost of curtailment..................        --      28,433        --       (28,433)(3)       --
  Cost of special termination
     benefits..........................        --       4,046        --        (4,046)(3)       --
                                         --------    --------   -------     ---------      -------
                                               --      32,479        --       (32,479)          --
Other liabilities(2)...................        --       8,326       (58)           --        8,268
                                         --------    --------   -------     ---------      -------
TOTAL..................................  $     --    $141,326   $(1,175)    $(127,816)     $12,335
                                         ========    ========   =======     =========      =======
</Table>

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

(1) The amounts accrued in current liabilities consist of charges for salary
    continuance and other termination benefits for the affected employees as
    well as legal, actuarial and other services provided in connection with the
    headcount reduction programs.

(2) The Other liabilities consist of the Company's liability to reimburse the
    National Steel Pension Plan for Weirton Employees.

(3) The cost of curtailment and special termination benefits were actuarially
    determined in accordance with SFAS 87, SFAS 88 and SFAS 106 and the
    liabilities related to the restructuring charges are incorporated into the
    Company's accrued pension and other postretirement benefits costs at
    December 31, 2001. Future liabilities will be actuarially determined in
    accordance with those standards. See Note 7.

NOTE 10

  INCOME TAXES

     Deferred income tax assets and liabilities are recognized reflecting the
future tax consequences of net operating loss and tax credit carryforwards and
differences between the tax basis and the financial reporting basis

                                        53
<PAGE>

of assets and liabilities. The components of the Company's deferred income tax
assets and liabilities were as follows:

<Table>
<Caption>
                                                                  DECEMBER 31,
                                                              --------------------
                                                                2001       2000
                                                              --------   ---------
<S>                                                           <C>        <C>
Deferred tax assets:
  Net operating loss and tax credit carryforwards...........  $199,870   $ 115,023
  Deductible temporary differences:
     Allowance for doubtful accounts........................     2,676       2,396
     Inventories............................................     3,976       4,225
     Pensions...............................................    72,381      31,198
     Workers' compensation..................................    11,959      11,348
     Postretirement benefits other than pensions............   142,945     135,256
     Equity investments.....................................     4,287       4,287
     Other deductible temporary differences.................    26,178      27,373
  Valuation allowance.......................................  (360,075)    (61,811)
                                                              --------   ---------
                                                               104,197     269,295
Deferred tax liabilities:
  Accumulated depreciation..................................  (104,197)   (115,530)
                                                              --------   ---------
Net deferred tax asset......................................  $     --   $ 153,765
                                                              ========   =========
</Table>

     As of December 31, 2001, the Company had available, for federal and state
income tax purposes, regular net operating loss carryforwards of approximately
$465.9 million expiring in 2007 through 2021; an alternative minimum tax credit
of approximately $13.5 million; and general business tax credits of
approximately $4.7 million expiring in 2002 to 2005.

     In 2001, 2000 and 1999, as a result of its deferred tax attributes, the
Company did not generate any liability for regular federal income tax. In 2001
and 2000, the Company did not generate any liability for alternative minimum
tax. However, in 1999, the Company did generate a liability for alternative
minimum tax of $8.4 million.

     In the absence of specific favorable factors, application of FASB Statement
No. 109, "Accounting for Income Taxes," requires a 100% valuation allowance for
any deferred tax asset when a company has cumulative financial accounting
losses, excluding unusual items, over several years. Accordingly, the Company
has provided a 100% valuation allowance for its deferred tax assets as of
December 31, 2001, which increased the non-cash provision for income taxes and
net loss for the year by $153.8 million. The Company will continue to provide a
100% valuation allowance for the deferred income tax assets until it returns to
an appropriate level of taxable income.

     The ultimate realization of the net deferred tax assets depends on the
Company's ability to generate sufficient taxable income in the future. The
Company has tax planning opportunities that could generate taxable income,
including sales of assets and timing of contributions to the pension fund. If
the Company's current plans and strategies to improve profitability for 2002 and
beyond are successful, the Company believes that its deferred tax assets may be
realized by future operating results and tax planning strategies. Additionally,
the Company intends to utilize such deferred tax assets to offset any taxable
income resulting from the exchange offers discussed in Note 2. If the Company is
able to generate sufficient taxable income in the future, the Company will
reduce the valuation allowance through a reduction of income tax expense.

                                        54
<PAGE>

     The elements of the Company's deferred income taxes associated with its
results for the years ended December 31, 2001, 2000 and 1999, respectively, are
as follows:

<Table>
<Caption>
                                                          2001        2000      1999
                                                        ---------   --------   -------
<S>                                                     <C>         <C>        <C>
Current income tax provision (benefit):
     Federal..........................................  $      --   $(10,292)  $ 8,381
Deferred income tax provision (benefit)...............   (144,499)   (23,414)    7,002
Valuation allowance...................................    298,264     22,099    (7,156)
                                                        ---------   --------   -------
       Total income tax provision (benefit)...........  $ 153,765   $(11,607)  $ 8,227
                                                        =========   ========   =======
</Table>

     The total income tax provision (benefit) recognized by the Company for the
years ended December 31, 2001, 2000 and 1999, reconciled to that computed under
the federal statutory corporate rate follows:

<Table>
<Caption>
                                                          2001        2000      1999
                                                        ---------   --------   -------
<S>                                                     <C>         <C>        <C>
Tax provision (benefit) at federal statutory rate.....  $(132,841)  $(33,853)  $13,711
State income taxes, net of federal....................    (15,182)    (3,869)    1,567
Other.................................................      3,524      4,016       105
Change in valuation allowance.........................    298,264     22,099    (7,156)
                                                        ---------   --------   -------
Income tax provision (benefit)........................  $ 153,765   $(11,607)  $ 8,227
                                                        =========   ========   =======
</Table>

NOTE 11

  REDEEMABLE STOCK

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

NOTE 12

  STOCK PLANS

     The Company has two stock option plans (the "1987 Stock Option Plan" and
the "1998 Stock Option Plan"), an employee stock purchase plan (the "2000
Employee Stock Purchase Plan") and deferred and stock compensation plans for
nonemployee members of the board of directors (the "Directors' Deferred
Compensation Plan" and the "Directors' Stock Compensation Policy").

  1987 and 1998 Stock Option Plans

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

                                        55
<PAGE>

     During 2000, the 1998 Stock Option Plan was amended to increase the number
of options the Company may grant from 3,250,000 shares to 6,500,000 shares. The
option price and vesting requirements are determined by a Stock Option Committee
appointed by the board of directors. The options granted during 2001 under the
1998 Stock Option Plan vest in one-third increments beginning on the date of
grant, with the remaining two-thirds becoming exercisable after the first and
second years. The options expire 10 years from the date of grant. The options
granted during 2000 under the 1998 Stock Option Plan vest on May 23, 2010 and
expire the following day. The options granted during 2000 are subject to
accelerated vesting based on the continued employment of the recipients and the
attainment of certain market prices for the Company's common stock. The stock
prices necessary for accelerated vesting range from $6.12 to $12.41 and must be
maintained for 20 consecutive trading days for accelerated vesting to occur.
Options that vest pursuant to the accelerated vesting provisions expire on May
24, 2010. All the options granted during 1999 and 1998 under the 1998 Stock
Option Plan had vested as of December 31, 2000 and will expire on June 24, 2002.

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

<Table>
<Caption>
                                            1987 STOCK OPTION PLAN         1998 STOCK OPTION PLAN
                                          ---------------------------   -----------------------------
                                                     WEIGHTED AVERAGE                WEIGHTED AVERAGE
                                           SHARES     EXERCISE PRICE      SHARES      EXERCISE PRICE
                                          --------   ----------------   ----------   ----------------
<S>                                       <C>        <C>                <C>          <C>
Balance Dec. 31, 1998...................   585,000        $6.12          2,875,000        $3.88
  Granted...............................   176,250         1.75             99,750         3.88
  Exercised.............................    (1,834)        2.50                 --           --
  Repurchased/Forfeited.................   (62,500)        7.32           (201,250)        3.88
                                          --------        -----         ----------        -----
Balance Dec. 31, 1999...................   696,916         4.91          2,773,500         3.88
  Granted...............................    70,500         2.63          1,994,894         6.26
  Exercised.............................   (94,666)        3.38         (1,794,894)        3.88
  Repurchased/Forfeited.................  (123,582)        6.84                 --           --
                                          --------        -----         ----------        -----
Balance Dec. 31, 2000...................   549,168         4.45          2,973,500         5.48
  Granted...............................        --           --            200,000         1.13
  Exercised.............................        --           --                 --           --
  Repurchased/Forfeited.................  (113,168)        7.45         (1,172,500)        5.36
                                          --------        -----         ----------        -----
Balance Dec. 31, 2001...................   436,000        $3.68          2,001,000        $5.11
</Table>

     The following table represents additional information with regard to the
1987 and 1998 Stock Option Plans at December 31, 2001:

<Table>
<Caption>
                                                 OUTSTANDING                           EXERCISABLE
                                ---------------------------------------------   --------------------------
                                               WEIGHTED      WEIGHTED AVERAGE                  WEIGHTED
RANGE OF                        NUMBER OF      AVERAGE          REMAINING       NUMBER OF      AVERAGE
EXERCISE PRICES                  SHARES     EXERCISE PRICE   CONTRACTUAL LIFE    SHARES     EXERCISE PRICE
---------------                 ---------   --------------   ----------------   ---------   --------------
<S>                             <C>         <C>              <C>                <C>         <C>
1987 Stock Option Plan:
  $1.75-3.13..................    350,000       $2.00           6.75 years       329,172        $2.00
  $8.69.......................     86,000       $8.69           2.87 years        86,000        $8.69
1998 Stock Option Plan:
  $1.13-3.88..................    623,606       $3.00              3 years       490,273        $3.51
  $5.56-6.69..................  1,377,394       $6.07           8.39 years            --           --
</Table>

                                        56
<PAGE>

     The fair value of each stock option grant is estimated on the date of the
grant using the Black-Scholes option-pricing model with the following weighted
average assumptions for grants in 2001, 2000 and 1999:

<Table>
<Caption>
                                                         2001       2000        1999
                                                       --------   --------   ----------
<S>                                                    <C>        <C>        <C>
1987 Stock Option Plan:
  Fair value of option granted.......................                $1.76        $1.08
  Average risk free interest rate....................                 5.93%        5.35%
  Expected dividend yield............................                    0%           0%
  Expected life of options...........................              7 years      7 years
  Expected volatility rate...........................                 0.62         0.55

1998 Stock Option Plan:
  Weighted average fair value of options granted.....     $0.70      $2.06        $1.91
  Average risk free interest rate....................      4.94%      6.65%        6.25%
  Expected dividend yield............................         0%         0%           0%
  Expected life of options...........................   5 years    5 years    2.5 years
  Expected volatility rate...........................      0.71       0.66         0.76
</Table>

  2000 Employee Stock Purchase Plan

     In May 2000, the Company replaced the 1994 Employee Stock Purchase Plan,
which expired in 1999, with the 2000 Employee Stock Purchase Plan. The Company
reserved 1.0 million shares of its common stock to be offered over a four and a
half year period beginning July 1, 2000 to eligible employees under its 2000
Employee Stock Purchase Plan. The 2000 Employee Stock Purchase Plan provides for
participants to purchase the Company's common stock at 85% of the lesser of the
stock's closing price at the beginning or the end of each year. (For 2000, 85%
of the lesser of the stock's closing price on July 1, 2000 or December 31, 2000
was used to determine the purchase price.) As of December 31, 2001 and 2000,
339,976 and 59,978 shares respectively, valued at approximately $0.1 million
were issuable in accordance with the 2000 Employee Stock Purchase Plan.

  Board of Directors' Deferred Compensation Plan

     During 1991, the Company adopted a deferred compensation plan (the
"Directors' Deferred Compensation Plan") to permit nonemployee members of the
board of directors to receive shares of common stock in lieu of cash payments
for total compensation or a portion thereof for services provided in their
capacity as a member of the board of directors. The Company reserved 445,000
shares for issuance under the Directors' Deferred Compensation Plan. During
2000, the Directors' Deferred Compensation Plan was modified to allow directors
to either defer shares issuable to a non-qualified trust maintained by an
institutional trustee until such time as the shares are distributed to the
directors or to defer share equivalents to a separate account maintained by the
Company. The cost of the shares held in the trust are accounted for as a
reduction to equity. The liability to compensate the directors is retained until
such time as the shares are issued from the trust. The Directors' Deferred
Compensation Plan provides for the stock portion of the directors' compensation
to be valued at 90% of the lesser of the stock's average trading price at the
beginning or the end of each year. As of December 31, 2001, $0.2 million was
issuable to the directors who elected to defer compensation to the trust for
2001, and a total of 336,399 shares with a cost of $0.6 million was held by the
trust for future distribution. As of December 31, 2001, 92,208 shares valued at
$0.1 million were issuable and deferred by directors choosing to have shares
issued to the Company maintained trust.

  Board of Directors' Stock Compensation Policy

     Under a stock compensation policy initiated in 1998, the Company's
non-employee directors receive a portion of their annual retainers payable in
shares of the Company's common stock. The directors may elect to defer all or a
portion of the shares under the Directors' Deferred Compensation Plan. As of
December 31, 2001,

                                        57
<PAGE>

no shares were issuable to non-employee directors; all shares otherwise
attributable to retainers for 2001 were deferred under the Directors' Deferred
Compensation Plan.

NOTE 13

  STOCK BASED COMPENSATION

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

<Table>
<Caption>
                                                          2001        2000      1999
                                                        ---------   --------   -------
<S>                                                     <C>         <C>        <C>
Net income (loss):
     As reported......................................  $(533,313)  $(85,116)  $30,947
     Pro forma........................................   (534,356)   (89,836)   30,549
Basic income (loss) per share:
     As reported......................................  $  (12.85)  $  (2.06)  $  0.74
     Pro forma........................................     (12.88)     (2.17)     0.73
Diluted income (loss) per share:
     As reported......................................  $  (12.85)  $  (2.06)  $  0.71
     Pro forma........................................     (12.88)     (2.17)     0.71
</Table>

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

NOTE 14

  ESOP FINANCING

     The purchase by the 1989 ESOP of the Series A Preferred was financed
through the issuance of a $26.1 million promissory note to the Company payable
ratably over a 10 year period. The Company's contribution to the 1989 ESOP for
the principal and interest components of debt service was immediately returned.
As such, the respective interest income and expense on the ESOP notes were
entirely offset within the Company's net financing costs. As of December 31,
2001, 1,416,214 shares of Series A Preferred were allocated to participants of
the 1989 ESOP.

NOTE 15

  REPURCHASES OF COMMON STOCK FOR TREASURY

     During April 1998, the Company announced that it had been authorized by the
board of directors to repurchase up to 10%, or approximately 4.2 million shares,
of its outstanding common stock. In February 2000, the Company announced that it
had been authorized by the board of directors to repurchase an additional 12% of
its capital stock. Under these stock repurchase programs, the Company paid $16.0
million during 2000 to repurchase approximately 2.6 million shares of its
outstanding common stock at prices ranging from $2.38 to $9.00 per share. There
were no repurchases of outstanding common stock during 2001 pursuant to the
stock repurchase program. Repurchased shares of common stock are held in the
Company's treasury.

NOTE 16

  EARNINGS PER SHARE

     For the years ended December 31, 2001 and 2000, basic and diluted earnings
per share were the same; however, securities totaling 1,515,275 shares and
2,028,933 shares, respectively, were excluded from the diluted earnings per
share calculation due to their anti-dilutive effect. For 2001, 2000 and 1999,
there were an additional

                                        58
<PAGE>

2,363,194, 722,149 and 3,430,000 options, respectively, outstanding for which
the exercise price was greater than the average market price. The following
represents a reconciliation between basic earnings per share and diluted
earnings per share for the year ended December 31, 1999:

<Table>
<Caption>
FOR THE YEAR ENDED                                                             INCOME
DECEMBER 31, 1999                                      INCOME      SHARES     PER SHARE
------------------                                     -------   ----------   ---------
<S>                                                    <C>       <C>          <C>
Basic earnings per share:
  Net income.........................................  $30,947   41,600,077    $ 0.74
Effect of dilutive securities:
  Series A Preferred.................................       --    1,669,869     (0.02)
  Stock options......................................       --       28,736     (0.01)
                                                       -------   ----------    ------
Diluted earnings per share:
  Net income.........................................  $30,947   43,298,682    $ 0.71
                                                       =======   ==========    ======
</Table>

NOTE 17

  ENVIRONMENTAL COMPLIANCE, LEGAL PROCEEDINGS AND COMMITMENTS AND CONTINGENCIES

  Environmental Compliance

     The Company, as well as its domestic competitors, is subject to stringent
federal, state and local environmental laws and regulations concerning, among
other things, waste water discharges, air emissions and waste disposal. The
Company spent approximately $1.9 million for pollution control capital projects
in 2001.

     The Company continued its environmental remediation and regulatory
compliance activities required under its 1996 consent decree with federal and
state environmental authorities that had settled certain water discharge, air
emissions and waste handling enforcement issues. Under the consent decree, the
Company committed to undertake environmental upgrade and modification projects
totaling approximately $19.8 million, of which $16.3 million had been spent
through December 31, 2001.

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

     At December 31, 2001, the Company had accrued approximately $9.0 million
related to the consent decree, the corrective action order, and other
environmental liabilities.

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

     In March 2002, National Steel filed for protection under federal bankruptcy
law. The Company had no significant receivables from National Steel at the time
of its filing. Therefore, the filing had no material impact on the Company's
financial position, but it may affect the Company's ability to seek and obtain
reimbursement or indemnification from National Steel for environmental
remediation activity.

  Legal Proceedings

     The Company, in the ordinary course of business, is the subject of, or
party to, various pending or threatened legal actions. The Company believes that
any ultimate liability resulting from these actions will not have a material
adverse effect on its financial position or results of operations. On a
quarterly and annual basis,

                                        59
<PAGE>

management establishes or adjusts financial provisions and reserves for
contingencies in accordance with SFAS No. 5, "Accounting for Contingencies."

  Commitments and Contingencies

     The Company obtains insurance for automobile, general liability and
property damage. However, the Company has elected to retain a portion of
expected losses for property damage and general liability claims through the use
of deductibles. Additionally the Company's health care and workers' compensation
plans are self insured. Provisions for losses under those programs, other than
post-retirement benefits costs, which are actuarially determined, are recorded
based on estimates (utilizing claims experience and other data), of the
aggregate liability for claims incurred and claims incurred but not reported.

     In October 1991, the Company entered into a supply agreement with a
subsidiary of Cleveland-Cliffs Inc. to provide the majority of its iron ore
pellet requirements beginning in 1992 and extending through 2006. The Company
has a contract with a subsidiary of Cleveland-Cliffs Inc. to purchase 100% of
its standard and flux grade iron ore pellet requirements. This contract provides
for the supply of a minimum annual tonnage of pellets based on mine production
capacity, with pricing primarily dependent on mine production costs. The balance
of the pricing for the Company's requirements fluctuates based on world pellet
market prices. Cleveland-Cliffs is one of the participating suppliers in the
Company's vendor financing programs.

     The Company has entered into a memorandum of understanding with U.S. Steel
to provide it with a minimum of 650,000 net tons of coke in 2002 and 500,000 net
tons of coke in each of 2003 and 2004, with the option to buy incremental volume
so that total purchases approximate 60% of the Company's requirements, under
which the price of coke fluctuates on an annual basis based on the market price
for coke. In addition the Company has negotiated a contract for 360,000 net tons
per year from another supplier for additional requirements from overseas
sources. In addition, the Company is also evaluating several potential coke
plant acquisitions. The Company obtains its limestone, tin, zinc, scrap metal
and other raw materials requirements from multiple sources.

NOTE 18

  OPERATING SEGMENT INFORMATION

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

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

NOTE 19

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

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

  Cash and Equivalents

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

  Redeemable Preferred Stock

     The fair value of the Series A Preferred stock was determined based upon an
independent appraisal performed as of December 31, 2001 and 2000.

                                        60
<PAGE>

  Long Term Debt Obligations

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

     The estimated fair values of the Company's financial instruments are as
follows as of December 31, 2001 and 2000, respectively:

<Table>
<Caption>
                                                     2001                    2000
                                             ---------------------   ---------------------
                                             CARRYING                CARRYING
                                              AMOUNT    FAIR VALUE    AMOUNT    FAIR VALUE
                                             --------   ----------   --------   ----------
<S>                                          <C>        <C>          <C>        <C>
Cash and equivalents.......................  $  5,671    $  5,671    $ 32,027    $ 32,027
Redeemable Preferred stock.................    20,348         374      21,111       1,815
Long term debt obligations.................  $311,077    $ 43,789    $299,253    $121,758
</Table>

  Significant Group Concentrations of Credit Risk

     One customer accounted for 15% and 10% of net sales in 2001 and 1999,
respectively. Two customers accounted for 23% of trade receivables as of
December 31, 2001.

NOTE 20

  SUBSIDIARIES AND JOINT VENTURES

     In 2001 the Company formed FW Holdings, Inc. in connection with its sale
and leaseback of its Foster-Wheeler Steam Generating Plant. See discussion in
Note 6, "Financing Arrangements."

  MetalSite

     MetalSite, Inc. ("MetalSite") was originally formed as a partnership in
November 1998 to develop and offer a secure web-based marketplace for the online
purchase of metal products from various suppliers and to provide the latest
industry news and information.

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

     During the first quarter of 2001, MetalSite continued to incur significant
losses. Additionally, the difficulties experienced by other Internet and
e-commerce companies, as well as questions about MetalSite's capacity to obtain
additional financing, raised doubts about the Company's ability to realize its
investment in MetalSite. As such, the Company incurred equity losses, including
a charge to write its investment in MetalSite to zero, of $5.8 million during
the first quarter of 2001. The Company maintains a zero equity investment
balance related to MetalSite on its balance sheet.

  GalvPro

     GalvPro LP ("GalvPro" formerly "GalvStar LP") was formed in 1998 with
affiliates of Dutch steelmaker Koninklijke Hoogovens (now a unit of Corus Group
plc) for the purpose of constructing and operating a 300,000 ton hot-dipped
galvanizing line.

     During the first quarter of 2001, the temporary idling of GalvPro's
manufacturing facility, the continued adverse market conditions for galvanized
product and the strategic alternatives being discussed by the Company and Corus
were all factors considered by the Company during its periodic review of its
investment in GalvPro. While the Company's management believed the quality of
GalvPro's property and equipment provided strong potential for future economic
benefit, it also recognized that there was considerable doubt about whether or
not the Company would be able to realize those future benefits. As such, the
Company incurred equity losses, including a charge to write its investment in
GalvPro to zero, of $12.2 million during the first quarter of 2001.

                                        61
<PAGE>

     In August 2001, GalvPro filed for Chapter 11 bankruptcy. The Company has no
direct liability from GalvPro's filing and therefore continues to carry a zero
balance for its investment in GalvPro as of December 31, 2001.

  WeBCo

     WeBCo International LLC ("WeBCo") was formed in 1997 with the Balli Group,
plc. The primary function of WeBCo is to market and sell the partners' products
globally. As of December 31, 2001, the Company owned 50% of WeBCo, and the
carrying amount of the Company's investment in WeBCo was $1.1 million.

  W&A

     W&A Manufacturing LLC ("W&A") was formed in 1998 with ATAS International
for the purpose of manufacturing steel roofing products. As of December 31,
2001, the Company owned 50% of W&A, and the carrying amount of the Company's
investment in W&A was $0.5 million.

     The Company accounts for its investments in WeBCo and W&A using the equity
method of accounting.

  Related Party Transactions

     The Company's purchases of goods and services from unconsolidated
subsidiaries totaled $31.1 million, $27.4 million and $62.6 million in 2001,
2000 and 1999, respectively. The Company's sales of steel to unconsolidated
subsidiaries totaled $9.0 million, $42.8 million and $36.0 million in 2001, 2000
and 1999, respectively. These transactions arose in the ordinary course of
business and were transacted at arms-length. Pursuant to certain service
agreements, the Company provides services to unconsolidated subsidiaries. The
Company billed for these arrangements at amounts approximating the cost to
provide the service. Such amounts totaled $0.5 million in 2001, $0.3 million in
2000, $0.4 million in 1999. At December 31, 2001 and 2000, the Company had
outstanding trade receivables from unconsolidated subsidiaries of $3.0 million
and $3.9 million respectively.

     At December 31, 2000 and 1999, MetalSite had borrowed $9.4 million and $3.2
million, respectively, from the Company under a partner loan facility at the PNC
Bank prime interest rate plus 1%. Also at December 31, 2000 and 1999, the
Company had a promissory note from MetalSite for $1.8 million at an 8% fixed
interest rate. The Company's equity in MetalSite's losses was netted against the
Note, the partner loan facility and the promissory note.

     In 2000, the Company received a distribution of $1.0 million from WeBCo.
There were no dividends or partnership distributions received from equity
affiliates in 2001 or 1999.

NOTE 21

  SALE OF METALSITE INVESTMENT

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

                                        62
<PAGE>

                       SELECTED QUARTERLY FINANCIAL DATA
<Table>
<Caption>
                              QUARTERLY PERIODS IN 2001               QUARTERLY PERIODS IN 2000
(DOLLARS IN MILLIONS,    ------------------------------------    ------------------------------------
EXCEPT PER SHARE DATA)    4TH       3RD       2ND       1ST       4TH       3RD       2ND       1ST
----------------------   ------    ------    ------    ------    ------    ------    ------    ------
<S>                      <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
Net sales(3)...........  $  226    $  242    $  240    $  252    $  210    $  273    $  305    $  330
Gross profit...........     (15)      (26)      (29)      (11)      (25)       14        38        37
Operating income
 (loss)................    (169)(5)    (51)     (54)      (48)(6)    (50)     (14)       12        12
Net income (loss)......    (180)      (60)     (218)(4)    (75)     (60)      (26)      0.5       0.7
Basic earnings per
 share.................  $(4.34)   $(1.45)   $(5.24)   $(1.81)   $(1.46)   $(0.63)   $ 0.01    $ 0.02
Diluted earnings per
 share.................  $(4.34)   $(1.45)   $(5.24)   $(1.81)   $(1.46)   $(0.63)   $ 0.01    $ 0.02

<Caption>
                              QUARTERLY PERIODS IN 1999
(DOLLARS IN MILLIONS,    ------------------------------------
EXCEPT PER SHARE DATA)    4TH       3RD       2ND       1ST
----------------------   ------    ------    ------    ------
<S>                      <C>       <C>       <C>       <C>
Net sales(3)...........  $  290    $  290    $  276    $  274
Gross profit...........       9        17        25         3
Operating income
 (loss)................     (62)(1)     (6)     0.1       (22)
Net income (loss)......      82 (2)    (14)      (9)      (28)
Basic earnings per
 share.................  $ 1.96    $(0.33)   $(0.22)   $(0.67)
Diluted earnings per
 share.................  $ 1.88    $(0.33)   $(0.22)   $(0.67)
</Table>

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

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

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

 (3) In accordance with Emerging Issues Task Force Issue 00-10, "Accounting for
     Shipping and Handling Fees and Costs," the Company reclassed from net sales
     to cost of sales shipping and handling costs incurred by the Company.

 (4) Includes a charge of $153.8 million to fully reserve deferred tax assets.

 (5) Includes a restructuring charge of $129.0 million related to workforce
     reduction associated with the Company's strategic restructuring plan.

 (6) Includes a restructuring charge of $12.3 million related to the 2001
     Workforce Downsizing Program.

                                        63
<PAGE>

                                   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 7th day of May 2002.

                                          WEIRTON STEEL CORPORATION

                                          By:        /s/ MARK E. KAPLAN
                                            ------------------------------------
                                                       Mark E. Kaplan
                                            Senior Vice President of Finance and
                                              Administration

                                        64
<PAGE>

                                 EXHIBIT INDEX

<Table>
<Caption>
EXHIBIT
NUMBER                           DESCRIPTION
-------                          -----------
<C>      <S>
  23.1   Consent of Arthur Andersen LLP, independent public
         accountants (filed herewith).
</Table>

                                        65