##### Table of Contents



UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarter ended September 30, 2005
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from to
 Commission File Number 000-50300
 WHEELING-PITTSBURGH CORPORATION
  Delaware
(State of Incorporation)1134 Market Street, Wheeling, WV
    
    55-0309927
(I.R.S. Employer Identification No.)26003(Address of principal executive offices)
    
    (Zip code)
 304) 234-2400
  þ o
  þ o
  o þ
 Applicable only to registrants involved in bankruptcy proceedings during the preceding five years:
 þ o




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TABLE OF CONTENTS
 PagePART I  FINANCIAL INFORMATIONItem 1. Financial Statements:Condensed Consolidated Statements of Operations (Unaudited)
    
    
    2Condensed Consolidated Balance Sheets (Unaudited)
    
    
    3Condensed Consolidated Statements of Cash Flows (Unaudited)
    
    
    4Condensed Consolidated Statement of Stockholders Equity (Unaudited)
    
    
    5Notes to Condensed Consolidated Financial Statements (Unaudited)
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    20Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    37Item 4. Controls and Procedures
    
    
    37PART II  OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    39Item 4. Submission of Matters to a Vote of Security Holders
    
    
    39Item 6. Exhibits
    
    
    40SIGNATURES
    
    
    41EX-31.1EX-31.2EX-32.1EX-32.2
  1




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1. FINANCIAL STATEMENTS
 WHEELING-PITTSBURGH CORPORATION AND SUBSIDIARIES
 
 Condensed Consolidated Statements of Operations (Unaudited)  (Dollars in thousands, except per share amounts)
 Quarter Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2004
    
    
    
    
    
    
    20042005
    
    
    Restated *
    
    
    2005
    
    
    Restated *Revenues:Net sales, including sales to affiliates of $80,169,
$109,496, $259,618 and $271,702
    
    $
    374,891
    
    
    $
    401,800
    
    
    $
    1,189,636
    
    
    $
    1,032,127Cost and expenses:Cost of sales, including cost of sales to affiliates
of $85,802, $91,238, $258,218 and $231,920,
excluding depreciation and amortization expense
    
    
    371,942
    
    
    
    321,516
    
    
    
    1,113,879
    
    
    
    870,405Depreciation and amortization expense
    
    
    7,729
    
    
    
    7,756
    
    
    
    25,621
    
    
    
    22,957Selling, general and administrative expense
    
    
    17,935
    
    
    
    17,836
    
    
    
    52,829
    
    
    
    49,311Total cost and expenses
    
    
    397,606
    
    
    
    347,108
    
    
    
    1,192,329
    
    
    
    942,673Operating income (loss)
    
    
    (22,715
    )
    
    
    54,692
    
    
    
    (2,693
    )
    
    
    89,454Interest expense and other financing costs
    
    
    (5,223
    )
    
    
    (4,392
    )
    
    
    (16,763
    )
    
    
    (14,669
    )Other income
    
    
    2,842
    
    
    
    4,859
    
    
    
    8,903
    
    
    
    12,524Income (loss) before income taxes
    
    
    (25,096
    )
    
    
    55,159
    
    
    
    (10,553
    )
    
    
    87,309Income tax provision (benefit)
    
    
    (3,887
    )
    
    
    19,625
    
    
    
    (71
    )
    
    
    31,457Net income (loss) before minority interest
    
    
    (21,209
    )
    
    
    35,534
    
    
    
    (10,482
    )
    
    
    55,852Minority interest in loss of consolidated subsidiary
    
    
    62
    
    
    
    
    
    
    
    62
    
    
    
    Net income (loss)
    
    $
    (21,147
    )
    
    $
    35,534
    
    
    $
    (10,420
    )
    
    $
    55,852Earnings (loss) per share:Basic
    
    $
    (1.47
    )
    
    $
    3.52
    
    
    $
    (0.73
    )
    
    $
    5.76Diluted
    
    $
    (1.47
    )
    
    $
    3.42
    
    
    $
    (0.73
    )
    
    $
    5.62Weighted average shares (in thousands):Basic
    
    
    14,386
    
    
    
    10,091
    
    
    
    14,235
    
    
    
    9,699Diluted
    
    
    14,386
    
    
    
    10,393
    
    
    
    14,235
    
    
    
    9,946
 
 *
    
    Amounts reported for the quarter and nine months ended September 30, 2004 have been
restated as a result of the retrospective application of the change in accounting for stock
options discussed in Note 4.  2




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##### Table of Contents



WHEELING-PITTSBURGH CORPORATION AND SUBSIDIARIES
 
 Condensed Consolidated Balance Sheets (Unaudited)  (Dollars in thousands)
 December 31,September 30,
    
    
    20042005
    
    
    Restated *AssetsCurrent assets:Cash and cash equivalents
    
    $
    14,941
    
    
    $
    31,198Accounts receivables, less allowance for doubtful accounts of $2,697 and $2,697
    
    
    149,156
    
    
    
    144,509Inventories
    
    
    161,908
    
    
    
    156,669Prepaid expenses and deferred charges
    
    
    16,573
    
    
    
    29,953Total current assets
    
    
    342,578
    
    
    
    362,329Investment in and advances to affiliated companies
    
    
    53,128
    
    
    
    53,016Property, plant and equipment, less accumulated depreciation of $67,769 and $42,536
    
    
    534,668
    
    
    
    487,308Deferred income tax benefits
    
    
    26,384
    
    
    
    18,751Restricted cash
    
    
    24,808
    
    
    
    12,502Other intangible assets, less accumulated amortization of $1,638 and $1,346
    
    
    4,882
    
    
    
    5,174Deferred charges and other assets
    
    
    35,854
    
    
    
    16,406Total assets
    
    $
    1,022,302
    
    
    $
    955,486LiabilitiesCurrent liabilities:Accounts payable, including book overdrafts of $9,482 and $8,894
    
    $
    93,474
    
    
    $
    92,434Short-term debt
    
    
    
    
    
    
    Payroll and employee benefits payable
    
    
    49,519
    
    
    
    48,611Accrued income and other taxes
    
    
    9,756
    
    
    
    10,073Deferred income taxes payable
    
    
    26,384
    
    
    
    18,751Accrued interest and other liabilities
    
    
    6,909
    
    
    
    7,843Deferred revenue
    
    
    10,810
    
    
    
    Long-term debt due in one year (Note 14)
    
    
    229,795
    
    
    
    31,427Total current liabilities
    
    
    426,647
    
    
    
    209,139Long-term debt
    
    
    92,115
    
    
    
    302,156Employee benefits
    
    
    133,805
    
    
    
    135,608Other liabilities
    
    
    14,497
    
    
    
    17,978Total liabilities
    
    
    667,064
    
    
    
    664,881Minority interest in consolidated subsidiary (Note 7)
    
    
    67,269
    
    
    
    Stockholders equityPreferred stock  $.001 par value; 20,000,000 shares authorized;
no shares issued or outstanding
    
    
    
    
    
    
    Common stock  $.01 par value; 14,671,849 and 14,437,223 shares
issued; 14,665,183 and 14,433,223 shares outstanding
    
    
    147
    
    
    
    144Additional paid-in capital
    
    
    275,148
    
    
    
    267,327Accumulated earnings
    
    
    12,774
    
    
    
    23,194Treasury stock, 6,666 and 4,000 shares, at cost
    
    
    (100
    )
    
    
    (60
    )Total stockholders equity
    
    
    287,969
    
    
    
    290,605Total liabilities and stockholders equity
    
    $
    1,022,302
    
    
    $
    955,486
 
 *
    
    Amounts reported as of December 31, 2004 have been restated as a result of the retrospective
application of the change in accounting for stock options discussed in Note 4.  3




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##### Table of Contents



WHEELING-PITTSBURGH CORPORATION AND SUBSIDIARIES
 
 Condensed Consolidated Statements of Cash Flows (Unaudited)  (Dollars in thousands)
 Nine Months EndedSeptember 30,20042005
    
    
    Restated *Cash flows from operating activities:Net income (loss)
    
    $
    (10,420
    )
    
    $
    55,852Adjustments to reconcile net income (loss) to cash
provided by operating activities:Depreciation and amortization expense
    
    
    25,621
    
    
    
    22,957VEBA, profit sharing and other stock transactions
    
    
    3,786
    
    
    
    21,332Other postretirement benefits
    
    
    22
    
    
    
    46Deferred compensation and stock options
    
    
    2,244
    
    
    
    2,119Minority interest in loss of consolidated subsidiary
    
    
    (62
    )
    
    
    Equity income of affiliated companies, net of dividends
    
    
    (1,762
    )
    
    
    (7,998
    )Interest paid-in-kind
    
    
    888
    
    
    
    544Loss on disposition of assets
    
    
    716
    
    
    
    6Deferred income taxes
    
    
    
    
    
    
    29,888Other
    
    
    32
    
    
    
    Changes in current assets and current liabilities:Accounts receivable
    
    
    (4,647
    )
    
    
    (63,389
    )Inventories
    
    
    (5,239
    )
    
    
    (3,826
    )Other current assets
    
    
    13,380
    
    
    
    (12,201
    )Accounts payable
    
    
    452
    
    
    
    (2,646
    )Other current liabilities
    
    
    12,221
    
    
    
    (23,648
    )Other assets and liabilities, net
    
    
    (7,423
    )
    
    
    8,158Net cash provided by operating activities
    
    
    29,809
    
    
    
    27,194Cash flows from investing activities:Payments from affiliates
    
    
    1,650
    
    
    
    1,225Capital expenditures
    
    
    (72,657
    )
    
    
    (93,053
    )Proceeds from sale of assets
    
    
    344
    
    
    
    11Change in restricted cash used to fund capital expenditures
    
    
    (12,306
    )
    
    
    54,920Net cash used in investing activities
    
    
    (82,969
    )
    
    
    (36,897
    )Cash flows from financing activities:Book overdraft
    
    
    588
    
    
    
    (277
    )Net change in short-term debt
    
    
    
    
    
    
    (79,251
    )Borrowing of long-term debt
    
    
    
    
    
    
    2,400Repayment of long-term debt
    
    
    (13,685
    )
    
    
    (2,452
    )Minority interest in consolidated subsidiary
    
    
    50,000
    
    
    
    Issuance of common stock, net of issuance costs
    
    
    
    
    
    
    99,697Net cash provided by financing activities
    
    
    36,903
    
    
    
    20,117Increase (decrease) in cash and cash equivalents
    
    
    (16,257
    )
    
    
    10,414Cash and cash equivalents at beginning of period
    
    
    31,198
    
    
    
    4,767Cash and cash equivalents at end of period
    
    $
    14,941
    
    
    $
    15,181
 
 *
    
    Amounts reported for the nine months ended September 30, 2004 have been restated as a
result of the retrospective application of the change in accounting for stock options
discussed in Note 4.  4




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##### Table of Contents



WHEELING-PITTSBURGH CORPORATION AND SUBSIDIARIES
 
 Condensed Consolidated Statement of Changes in Stockholders Equity (Unaudited)  (Dollars in thousands)
 Additional
    
    
    AccumulatedCommon
    
    
    Paid-in
    
    
    Earnings
    
    
    Deferred
    
    
    TreasuryStock
    
    
    Capital
    
    
    (Deficit)
    
    
    Compensation
    
    
    Stock
    
    
    TotalDecember 31, 2003 (As Reported)
    
    $
    100
    
    
    $
    149,901
    
    
    $
    (38,930
    )
    
    $
    (6,458
    )
    
    $
    
    
    
    $
    104,613Modified retropsective adjustment,
share-based payments
    
    
    
    
    
    
    (6,351
    )
    
    
    (107
    )
    
    
    6,458
    
    
    
    
    
    
    
    December 31, 2003 (Restated)
    
    
    100
    
    
    
    143,550
    
    
    
    (39,037
    )
    
    
    
    
    
    
    
    
    
    
    104,613Shares issued:Public stock offering
    
    
    37
    
    
    
    99,660
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    99,697Employee benefit plans
    
    
    7
    
    
    
    21,220
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,227Restricted stock forfeiture
    
    
    
    
    
    
    60
    
    
    
    
    
    
    
    
    
    
    
    (60
    )
    
    
    Compensation expense recognized
    
    
    
    
    
    
    2,471
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,471Stock option grants
    
    
    
    
    
    
    3
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3Modified retropsective adjustment,
share-based payments
    
    
    
    
    
    
    363
    
    
    
    (236
    )
    
    
    
    
    
    
    
    
    
    
    127Net income
    
    
    
    
    
    
    
    
    
    
    62,467
    
    
    
    
    
    
    
    
    
    
    
    62,467December 31, 2004 (Restated)
    
    
    144
    
    
    
    267,327
    
    
    
    23,194
    
    
    
    
    
    
    
    (60
    )
    
    
    290,605Shares issued:Employee benefit plans
    
    
    3
    
    
    
    5,537
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,540Restricted stock
    
    
    
    
    
    
    40
    
    
    
    
    
    
    
    
    
    
    
    (40
    )
    
    
    Restricted stock forfeiture
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Compensation expense recognized
    
    
    
    
    
    
    1,995
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,995Stock option grants
    
    
    
    
    
    
    249
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    249Net income
    
    
    
    
    
    
    
    
    
    
    (10,420
    )
    
    
    
    
    
    
    
    
    
    
    (10,420
    )Balance, September 30, 2005
    
    $
    147
    
    
    $
    275,148
    
    
    $
    12,774
    
    
    $
    
    
    
    $
    (100
    )
    
    $
    287,969
 Issued
    
    
    Treasury
    
    
    OutstandingShare Activity:Balance, December 31, 2003
    
    
    10,000,000
    
    
    
    
    
    
    
    10,000,000Shares issued  Public offering
    
    
    3,719,898
    
    
    
    
    
    
    
    3,719,898Shares issued  Employee benefit plans
    
    
    717,325
    
    
    
    
    
    
    
    717,325Restricted stock forfeiture
    
    
    
    
    
    
    4,000
    
    
    
    (4,000
    )Balance, December 31, 2004
    
    
    14,437,223
    
    
    
    4,000
    
    
    
    14,433,223Shares issued  Employee benefit plans
    
    
    224,126
    
    
    
    
    
    
    
    224,126Shares issued  Restricted stock
    
    
    10,500
    
    
    
    
    
    
    
    10,500Restricted stock forfeiture
    
    
    
    
    
    
    2,666
    
    
    
    (2,666
    )Balance, September 30, 2005
    
    
    14,671,849
    
    
    
    6,666
    
    
    
    14,665,183
  5




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Notes to Condensed Consolidated Financial Statements (Unaudited)
 1. Basis of Presentation
   2. Bankruptcy and Reorganization
   3. Fresh Start Reporting
   4. Change in Accounting Method
  6




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Quarter Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,Dollars in thousands, except per share amounts
    
    2005
    
    
    2004
    
    
    2005
    
    
    2004Income (loss) from continuing operations,
before adjustment
    
    $
    (21,057
    )
    
    $
    35,590
    
    
    $
    (10,171
    )
    
    $
    56,022Effect of adopting fair-value method of
accounting for share-based payments
    
    
    (90
    )
    
    
    (88
    )
    
    
    (249
    )
    
    
    (268
    )Income (loss) from continuing operations,
as adjusted
    
    
    (21,147
    )
    
    
    35,502
    
    
    
    (10,420
    )
    
    
    55,754Effect of adoption on benefit for income taxes
    
    
    
    
    
    
    32
    
    
    
    
    
    
    
    98Net income (loss), as adjusted
    
    $
    (21,147
    )
    
    $
    35,534
    
    
    $
    (10,420
    )
    
    $
    55,852Earnings (loss) per share:Basic, before adjustment
    
    $
    (1.46
    )
    
    $
    3.53
    
    
    $
    (0.71
    )
    
    $
    5.78Effect of adoption
    
    $
    (0.01
    )
    
    $
    (0.01
    )
    
    $
    (0.02
    )
    
    $
    (0.02
    )Basic, as adjusted
    
    $
    (1.47
    )
    
    $
    3.52
    
    
    $
    (0.73
    )
    
    $
    5.76Diluted, before adjustment
    
    $
    (1.46
    )
    
    $
    3.42
    
    
    $
    (0.71
    )
    
    $
    5.63Effect of adoption
    
    $
    (0.01
    )
    
    $
    
    
    
    $
    (0.02
    )
    
    $
    (0.01
    )Diluted, as adjusted
    
    $
    (1.47
    )
    
    $
    3.42
    
    
    $
    (0.73
    )
    
    $
    5.62
  5. New Accounting Standards
    7




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##### Table of Contents



6. Business Segment
  7. Variable Interest Entity  Coke Plant Joint Venture
    (Dollars in thousands)Cash and cash equivalents
    
    $
    5,517Accounts receivable
    
    
    Inventory
    
    
    10,009Other current assets
    
    
    1,600Total current assets
    
    
    17,126Restricted cash
    
    
    24,807Property, plant and equipment, net
    
    
    74,210Other assets
    
    
    17,330Total
    
    
    133,473Accounts payable
    
    
    10,342Minority interest
    
    
    67,269Total
    
    
    77,611Net assets
    
    $
    55,862
  8




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##### Table of Contents



8. Transactions with Affiliates and Related Parties
   9. Share-Based Payments
   9




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##### Table of Contents



Quarter Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2005
    
    
    2004
    
    
    2005
    
    
    2004Average risk-free interest rate
    
    
    4.27
    %
    
    
    3.40
    %
    
    
    4.28
    %
    
    
    3.35
    %Expected dividend yield
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %Expected volatility
    
    
    81.57
    %
    
    
    86.45
    %
    
    
    83.73
    %
    
    
    85.80
    %Expected life (years)
    
    
    10
    
    
    
    10
    
    
    
    10
    
    
    
    10
  10. Pension and Other Postretirement Benefits
  Quarter Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,(Dollars in thousands)
    
    2005
    
    
    2004
    
    
    2005
    
    
    2004Components of net periodic cost:Service cost
    
    $
    445
    
    
    $
    397
    
    
    $
    1,272
    
    
    $
    1,189Interest cost
    
    
    1,372
    
    
    
    1,100
    
    
    
    4,021
    
    
    
    3,300Amortization of prior service (credit) costs
    
    
    (1,153
    )
    
    
    32
    
    
    
    (3,546
    )
    
    
    97Recognized actuarial (gain)/loss
    
    
    331
    
    
    
    63
    
    
    
    952
    
    
    
    188Net periodic cost
    
    $
    995
    
    
    $
    1,592
    
    
    $
    2,699
    
    
    $
    4,774
  11. VEBA and Profit Sharing Expense
   10




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12. Other Income
  Quarter Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,(Dollars in thousands)
    
    2005
    
    
    2004
    
    
    2005
    
    
    2004Equity income from affiliates
    
    $
    2,142
    
    
    $
    4,422
    
    
    $
    6,909
    
    
    $
    10,792Other income
    
    
    700
    
    
    
    437
    
    
    
    1,994
    
    
    
    1,732Total
    
    $
    2,842
    
    
    $
    4,859
    
    
    $
    8,903
    
    
    $
    12,524
 13. Earnings (Loss) Per Share
  Quarter Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2004
    
    
    
    
    
    
    2004(Dollars and shares in thousands)
    
    2005
    
    
    Restated
    
    
    2005
    
    
    RestatedIncome (loss) available to common shareholders
    
    $
    (21,147
    )
    
    $
    35,534
    
    
    $
    (10,420
    )
    
    $
    55,852Weighed-average basic shares outstanding
    
    
    14,386
    
    
    
    10,091
    
    
    
    14,235
    
    
    
    9,699Dilutive effect of:Stock options
    
    
    
    
    
    
    17
    
    
    
    
    
    
    
    14Non-vested restricted common stock
    
    
    
    
    
    
    285
    
    
    
    
    
    
    
    233Weighed-average diluted shares outstanding
    
    
    14,386
    
    
    
    10,393
    
    
    
    14,235
    
    
    
    9,946Basic earnings (loss) per share
    
    $
    (1.47
    )
    
    $
    3.52
    
    
    $
    (0.73
    )
    
    $
    5.76Diluted earnings (loss) per share
    
    $
    (1.47
    )
    
    $
    3.42
    
    
    $
    (0.73
    )
    
    $
    5.62
  14. Reclassification of Term Loan Debt
  11




---



##### Table of Contents



15. Inventories
  September 30,
    
    
    December 31,(Dollars in thousands)
    
    2005
    
    
    2004Finished products
    
    $
    27,615
    
    
    $
    46,070In-process
    
    
    131,463
    
    
    
    128,114Raw materials
    
    
    61,504
    
    
    
    23,662Other materials and supplies
    
    
    71
    
    
    
    307Total current cost
    
    
    220,653
    
    
    
    198,153Excess of current cost over carrying cost
    
    
    (58,745
    )
    
    
    (41,484
    )Carrying cost
    
    $
    161,908
    
    
    $
    156,669
  16. Goodwill and Other Intangible Assets
   17. Commitments and Contingencies
 Environmental
Matters
     12




---



##### Table of Contents



Commitments
   13




---



##### Table of Contents



Guarantees
  Other
  18. Summarized Combined Financial Information
  14




---



##### Table of Contents



CONDENSED CONSOLIDATING BALANCE SHEET
September 30, 2005
(Dollars in thousands)
 ConsolidatingWPC and
    
    
    
    
    
    
    andSubsidiary
    
    
    
    
    
    
    Eliminating
    
    
    WPCGuarantors
    
    
    WPSC
    
    
    Entries
    
    
    ConsolidatedAssetsCash and cash equivalents
    
    $
    
    
    
    $
    14,941
    
    
    $
    
    
    
    $
    14,941Accounts receivable
    
    
    
    
    
    
    149,156
    
    
    
    
    
    
    
    149,156Inventories
    
    
    
    
    
    
    161,908
    
    
    
    
    
    
    
    161,908Other current assets
    
    
    14
    
    
    
    16,559
    
    
    
    
    
    
    
    16,573Total current assets
    
    
    14
    
    
    
    342,564
    
    
    
    
    
    
    
    342,578Intercompany receivables
    
    
    
    
    
    
    4,801
    
    
    
    (4,801
    )
    
    
    Investments and advances in affiliates
    
    
    289,870
    
    
    
    53,128
    
    
    
    (289,870
    )
    
    
    53,128Property, plant and equipment  net
    
    
    2,269
    
    
    
    532,399
    
    
    
    
    
    
    
    534,668Restricted cash
    
    
    
    
    
    
    24,808
    
    
    
    
    
    
    
    24,808Other non-current assets
    
    
    896
    
    
    
    66,224
    
    
    
    
    
    
    
    67,120Total assets
    
    $
    293,049
    
    
    $
    1,023,924
    
    
    $
    (294,671
    )
    
    $
    1,022,302Liabilities and stockholders equityAccounts payable
    
    $
    
    
    
    $
    93,474
    
    
    $
    
    
    
    $
    93,474Other current liabilities
    
    
    266
    
    
    
    332,907
    
    
    
    
    
    
    
    333,173Total current liabilities
    
    
    266
    
    
    
    426,381
    
    
    
    
    
    
    
    426,647Intercompany payable
    
    
    4,801
    
    
    
    
    
    
    
    (4,801
    )
    
    
    Long-term debt
    
    
    
    
    
    
    92,115
    
    
    
    
    
    
    
    92,115Other non-current liabilities
    
    
    13
    
    
    
    148,289
    
    
    
    
    
    
    
    148,302Minority interest
    
    
    
    
    
    
    67,269
    
    
    
    
    
    
    
    67,269Stockholders equity
    
    
    287,969
    
    
    
    289,870
    
    
    
    (289,870
    )
    
    
    287,969Total liabilities and stockholders equity
    
    $
    293,049
    
    
    $
    1,023,924
    
    
    $
    (294,671
    )
    
    $
    1,022,302
 15




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##### Table of Contents



CONDENSED CONSOLIDATING BALANCE SHEET
December 31, 2004  Restated
(Dollars in thousands)
 ConsolidatingWPC and
    
    
    
    
    
    
    andSubsidiary
    
    
    
    
    
    
    Eliminating
    
    
    WPCGuarantors
    
    
    WPSC
    
    
    Entries
    
    
    ConsolidatedAssetsCash and cash equivalents
    
    $
    
    
    
    $
    31,198
    
    
    $
    
    
    
    $
    31,198Accounts receivable
    
    
    
    
    
    
    144,509
    
    
    
    
    
    
    
    144,509Inventories
    
    
    
    
    
    
    156,669
    
    
    
    
    
    
    
    156,669Other current assets
    
    
    16
    
    
    
    29,937
    
    
    
    
    
    
    
    29,953Total current assets
    
    
    16
    
    
    
    362,313
    
    
    
    
    
    
    
    362,329Intercompany receivables
    
    
    
    
    
    
    4,075
    
    
    
    (4,075
    )
    
    
    Investments and advances in affiliates
    
    
    291,625
    
    
    
    53,016
    
    
    
    (291,625
    )
    
    
    53,016Property, plant and equipment  net
    
    
    2,306
    
    
    
    485,002
    
    
    
    
    
    
    
    487,308Restricted cash
    
    
    
    
    
    
    12,502
    
    
    
    
    
    
    
    12,502Other non-current assets
    
    
    1,023
    
    
    
    39,308
    
    
    
    
    
    
    
    40,331Total assets
    
    $
    294,970
    
    
    $
    956,216
    
    
    $
    (295,700
    )
    
    $
    955,486Liabilities and stockholders equityAccounts payable
    
    $
    
    
    
    $
    92,434
    
    
    $
    
    
    
    $
    92,434Other current liabilities
    
    
    276
    
    
    
    116,429
    
    
    
    
    
    
    
    116,705Total current liabilities
    
    
    276
    
    
    
    208,863
    
    
    
    
    
    
    
    209,139Intercompany payable
    
    
    4,075
    
    
    
    
    
    
    
    (4,075
    )
    
    
    Long-term debt
    
    
    
    
    
    
    302,156
    
    
    
    
    
    
    
    302,156Other non-current liabilities
    
    
    14
    
    
    
    153,572
    
    
    
    
    
    
    
    153,586Stockholders equity
    
    
    290,605
    
    
    
    291,625
    
    
    
    (291,625
    )
    
    
    290,605Total liabilities and stockholders equity
    
    $
    294,970
    
    
    $
    956,216
    
    
    $
    (295,700
    )
    
    $
    955,486
 16




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##### Table of Contents



CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
Quarter Ended September 30, 2005
Dollars in thousands
 ConsolidatingWPC and
    
    
    
    
    
    
    andSubsidiary
    
    
    
    
    
    
    Eliminating
    
    
    WPCGuarantors
    
    
    WPSC
    
    
    Entries
    
    
    ConsolidatedIncome DataNet sales
    
    $
    
    
    
    $
    374,891
    
    
    $
    
    
    
    $
    374,891Cost of goods sold
    
    
    
    
    
    
    371,942
    
    
    
    
    
    
    
    371,942Depreciation
and amortization expense
    
    
    
    
    
    
    7,729
    
    
    
    
    
    
    
    7,729Selling, administrative and general expense
    
    
    239
    
    
    
    17,696
    
    
    
    
    
    
    
    17,935Operating income (loss)
    
    
    (239
    )
    
    
    (22,476
    )
    
    
    
    
    
    
    (22,715
    )Interest expense
    
    
    
    
    
    
    (5,223
    )
    
    
    
    
    
    
    (5,223
    )Other income including equity earnings
of affiliates
    
    
    (20,908
    )
    
    
    2,781
    
    
    
    20,969
    
    
    
    2,842Income before income taxes
    
    
    (21,147
    )
    
    
    (24,918
    )
    
    
    20,969
    
    
    
    (25,096
    )Income tax provision (benefit)
    
    
    
    
    
    
    (3,887
    )
    
    
    
    
    
    
    (3,887
    )Net income (loss) before minority interest
    
    
    (21,147
    )
    
    
    (21,031
    )
    
    
    20,969
    
    
    
    (21,209
    )Minority
interest
    
    
    
    
    
    
    62
    
    
    
    
    
    
    
    62Net income (loss)
    
    $
    (21,147
    )
    
    $
    (20,969
    )
    
    $
    20,969
    
    
    $
    (21,147
    )
 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
Quarter Ended September 30, 2004  Restated
Dollars in thousands
 ConsolidatingWPC and
    
    
    
    
    
    
    andSubsidiary
    
    
    
    
    
    
    Eliminating
    
    
    WPCGuarantors
    
    
    WPSC
    
    
    Entries
    
    
    ConsolidatedIncome DataNet sales
    
    $
    
    
    
    $
    401,800
    
    
    $
    
    
    
    $
    401,800Cost of goods sold
    
    
    
    
    
    
    321,516
    
    
    
    
    
    
    
    321,516Depreciation
and amortization expense
    
    
    
    
    
    
    7,756
    
    
    
    
    
    
    
    7,756Selling, administrative and general expense
    
    
    220
    
    
    
    17,616
    
    
    
    
    
    
    
    17,836Operating income (loss)
    
    
    (220
    )
    
    
    54,912
    
    
    
    
    
    
    
    54,692Interest expense
    
    
    
    
    
    
    (4,392
    )
    
    
    
    
    
    
    (4,392
    )Other income including equity earnings
of affiliates
    
    
    35,533
    
    
    
    4,859
    
    
    
    (35,533
    )
    
    
    4,859Income before income taxes
    
    
    35,313
    
    
    
    55,379
    
    
    
    (35,533
    )
    
    
    55,159Income tax provision (benefit)
    
    
    (221
    )
    
    
    19,846
    
    
    
    
    
    
    
    19,625Net income
    
    $
    35,534
    
    
    $
    35,533
    
    
    $
    (35,533
    )
    
    $
    35,534
 17




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##### Table of Contents



CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
Nine Months Ended September 30, 2005
Dollars in thousands
 ConsolidatingWPC and
    
    
    
    
    
    
    andSubsidiary
    
    
    
    
    
    
    Eliminating
    
    
    WPCGuarantors
    
    
    WPSC
    
    
    Entries
    
    
    ConsolidatedIncome DataNet sales
    
    $
    
    
    
    $
    1,189,636
    
    
    $
    
    
    
    $
    1,189,636Cost of goods sold
    
    
    
    
    
    
    1,113,879
    
    
    
    
    
    
    
    1,113,879Depreciation
and amortization expense
    
    
    
    
    
    
    25,621
    
    
    
    
    
    
    
    25,621Selling, administrative and general expense
    
    
    1,191
    
    
    
    51,638
    
    
    
    
    
    
    
    52,829Operating income (loss)
    
    
    (1,191
    )
    
    
    (1,502
    )
    
    
    
    
    
    
    (2,693
    )Interest expense
    
    
    
    
    
    
    (16,763
    )
    
    
    
    
    
    
    (16,763
    )Other income including equity earnings
of affiliates
    
    
    (9,229
    )
    
    
    8,842
    
    
    
    9,290
    
    
    
    8,903Income before income taxes
    
    
    (10,420
    )
    
    
    (9,423
    )
    
    
    9,290
    
    
    
    (10,553
    )Income tax provision (benefit)
    
    
    
    
    
    
    (71
    )
    
    
    
    
    
    
    (71
    )Net income (loss) before minority interest
    
    
    (10,420
    )
    
    
    (9,352
    )
    
    
    9,290
    
    
    
    (10,482
    )Minority interest
    
    
    
    
    
    
    62
    
    
    
    
    
    
    
    62Net income (loss)
    
    $
    (10,420
    )
    
    $
    (9,290
    )
    
    $
    9,290
    
    
    $
    (10,420
    )
 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
Nine Months Ended September 30, 2004  Restated
Dollars in thousands
 ConsolidatingWPC and
    
    
    
    
    
    
    andSubsidiary
    
    
    
    
    
    
    Eliminating
    
    
    WPCGuarantors
    
    
    WPSC
    
    
    Entries
    
    
    ConsolidatedIncome DataNet sales
    
    $
    
    
    
    $
    1,032,127
    
    
    $
    
    
    
    $
    1,032,127Cost of goods sold
    
    
    
    
    
    
    870,405
    
    
    
    
    
    
    
    870,405Depreciation
and amortization expense
    
    
    
    
    
    
    22,957
    
    
    
    
    
    
    
    22,957Selling, administrative and general expense
    
    
    936
    
    
    
    48,375
    
    
    
    
    
    
    
    49,311Operating income (loss)
    
    
    (936
    )
    
    
    90,390
    
    
    
    
    
    
    
    89,454Interest expense
    
    
    
    
    
    
    (14,669
    )
    
    
    
    
    
    
    (14,669
    )Other income including equity earnings
of affiliates
    
    
    56,314
    
    
    
    12,524
    
    
    
    (56,314
    )
    
    
    12,524Income before income taxes
    
    
    55,378
    
    
    
    88,245
    
    
    
    (56,314
    )
    
    
    87,309Income tax provision (benefit)
    
    
    (474
    )
    
    
    31,931
    
    
    
    
    
    
    
    31,457Net income
    
    $
    55,852
    
    
    $
    56,314
    
    
    $
    (56,314
    )
    
    $
    55,852
 18




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##### Table of Contents



CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
Nine Months Ended September 30, 2005
(Dollars in thousands)
 ConsolidatingWPC and
    
    
    
    
    
    
    andSubsidiary
    
    
    
    
    
    
    Eliminating
    
    
    WPCGuarantors
    
    
    WPSC
    
    
    Entries
    
    
    ConsolidatedNet cash provided by operating activities
    
    $
    
    
    
    $
    29,809
    
    
    $
    
    
    
    $
    29,809Investing activities:Capital expenditures
    
    
    
    
    
    
    (72,657
    )
    
    
    
    
    
    
    (72,657
    )Restricted cash
    
    
    
    
    
    
    (12,306
    )
    
    
    
    
    
    
    (12,306
    )Other
    
    
    
    
    
    
    1,994
    
    
    
    
    
    
    
    1,994Net cash used in investing activities
    
    
    
    
    
    
    (82,969
    )
    
    
    
    
    
    
    (82,969
    )Financing activities:Net borrowings
    
    
    
    
    
    
    (13,685
    )
    
    
    
    
    
    
    (13,685
    )Book overdraft
    
    
    
    
    
    
    588
    
    
    
    
    
    
    
    588Other, including minority interest
    
    
    
    
    
    
    50,000
    
    
    
    
    
    
    
    50,000Net cash used in financing activities
    
    
    
    
    
    
    36,903
    
    
    
    
    
    
    
    36,903Net decreaase in cash and cash equivalents
    
    
    
    
    
    
    (16,257
    )
    
    
    
    
    
    
    (16,257
    )Cash and cash equivalents at beginning of period
    
    
    
    
    
    
    31,198
    
    
    
    
    
    
    
    31,198Cash and cash equivalents at end of period
    
    $
    
    
    
    $
    14,941
    
    
    $
    
    
    
    $
    14,941
 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
Nine Months Ended September 30, 2004
(Dollars in thousands)
 ConsolidatingWPC and
    
    
    
    
    
    
    andSubsidiary
    
    
    
    
    
    
    Eliminating
    
    
    WPCGuarantors
    
    
    WPSC
    
    
    Entries
    
    
    ConsolidatedNet cash provided by operating activities
    
    $
    
    
    
    $
    27,194
    
    
    $
    
    
    
    $
    27,194Investing activities:Capital expenditures
    
    
    
    
    
    
    (93,053
    )
    
    
    
    
    
    
    (93,053
    )Restricted cash
    
    
    
    
    
    
    54,920
    
    
    
    
    
    
    
    54,920Other
    
    
    (99,697
    )
    
    
    100,933
    
    
    
    
    
    
    
    1,236Net cash used in investing activities
    
    
    (99,697
    )
    
    
    62,800
    )
    
    
    
    
    
    
    (36,897
    )Financing activities:Net borrowings
    
    
    
    
    
    
    (79,303
    )
    
    
    
    
    
    
    (79,303
    )Book overdraft
    
    
    
    
    
    
    (277
    )
    
    
    
    
    
    
    (277
    )Issuance of common stock
    
    
    99,697
    
    
    
    
    
    
    
    
    
    
    
    99,697Net cash provided by financing activities
    
    
    99,697
    
    
    
    (79,580
    )
    
    
    
    
    
    
    20,117Net increase in cash and cash equivalents
    
    
    
    
    
    
    10,414
    
    
    
    
    
    
    
    10,414Cash and cash equivalents at beginning of period
    
    
    
    
    
    
    4,767
    
    
    
    
    
    
    
    4,767Cash and cash equivalents at end of period
    
    $
    
    
    
    $
    15,181
    
    
    $
    
    
    
    $
    15,181
 19




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##### Table of Contents



Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 Certain sections of Managements Discussion and Analysis relate to future events and expectations
and, as such, constitute forward-looking statements. These statements often include words such as
anticipate, believe, estimate, expect, intend, plan, project, target, can,
could, may, should, will, would or similar expressions. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors that may cause actual results,
performance or achievements to be different form those expressed or implied in the forward-looking
statements. For a discussion of some of the risk factors that may cause such a difference, see
Note 16 to the Condensed Consolidated Financial Statements, the disclosures included below under
Quantitative and Qualitative Disclosures About Market Risk, and our Annual Report on Form 10-K Part
I, Item 1 for the year ended December 31, 2004.
 OVERVIEW
 General
 ®
   Bankruptcy and Reorganization
   20




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##### Table of Contents



Fresh
Start Reporting
  Change in Accounting Method
  Recent Developments
 Industry and Production
   ®
  Raw
Materials, Coke Production and Coal Supply
  21




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##### Table of Contents



New Joint Venture
     22




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##### Table of Contents



Credit Arrangements and Covenant Compliance
  23




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##### Table of Contents



RESULTS OF OPERATIONS
 Quarter ended September 30, 2005 versus quarter ended September 30, 2004
    24




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##### Table of Contents



Nine months ended September 30, 2005 versus nine months ended September 30, 2004
    25




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##### Table of Contents



LIQUIDITY AND CAPITAL RESOURCES
 Loan Covenant Compliance
  26




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##### Table of Contents



Cash Flow from Operating Activities
    Cash Flow from Investing Activities
   27




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##### Table of Contents



Cash Flow from Financing Activities
   Liquidity and Capital Resources
   $250 Million Term Loan Agreement
     28




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##### Table of Contents



$225 Million Revolving Credit Facility
     $40 Million Series A Notes
  29




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##### Table of Contents



20 Million Series B Notes
  10 Million Unsecured Note
   Collateral
TypeTangible and Intangible Assetsand Joint Venture Equity Interest
    

Accounts Receivable and InventoryDebt obligation secured by first security interest
    
    $250 Million Term Loan
    
    $225 Million Revolving Credit FacilityDebt obligation secured by second security interest
    
    $40 Million Series A Notes
    
    $250 Million Term LoanDebt obligation secured by third security interest
    
    $225 Million Revolving Credit Facility
    
    $40 Million Series A NotesDebt obligation secured by fourth security interest
    
    $20 Million Series B Notes
    
    $20 Million Series B Notes
  OFF-BALANCE SHEET ARRANGEMENTS
  30




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##### Table of Contents



CERTAIN OTHER OBLIGATIONS
  
    
    Modification and assumption agreement between WPSC and Danieli
Corporation. Pursuant to the modified agreement, WPSC paid
Danieli Corporation approximately $2.36 million. Approximately
$3.8 million of the balance of the amount owed to Danieli
Corporation was converted into a portion of the secured term loans
under our term loan agreement that is not guaranteed by the Loan
Board. The balance of the amount owed to Danieli Corporation was
converted into a promissory note.
    
    Loan modification agreement between WPSC and the Ohio Department
of Development. Under this agreement, we made a $2.0 million
partial prepayment of the $6.985 million owed by WPSC to the Ohio
Department of Development pursuant to a loan, dated as of January
18, 2002, from the Ohio Department of Development and we were
granted a two-year deferral from the effective date of the plan of
reorganization of $4.985 million of such loan at an interest rate
of 3% per annum, which was originally due in August 2005. In
August 2005, WPSC and the Ohio Department of Development agreed to
modify the repayment terms of the loan, providing for a $1.0
million payment in October 2005, a $1.5 million payment in July
2006, and a $2.485 million payment in December 2006.
    
    Loan agreement between WPSC and the State of West Virginia. In
connection with WPSCs repayment of a $5 million loan from the
West Virginia Development Office, WPSC entered into a $6.5 million
loan agreement with the State of West Virginia. The loan has a
five-year term due August 1, 2008, and bears interest at a rate of
approximately 7.3% per annum.
 CONTRACTUAL COMMITMENTS
  2005(from
    
    
    2006 to
    
    
    2008 toTotal
    
    

September 30th)
    
    

2007
    
    

2009
    
    

ThereafterLong-term debt
    
    $
    314.7
    (1)
    
    $
    13.9
    
    
    $
    57.0
    
    
    $
    170.1
    
    
    $
    73.6Capital leases
    
    
    7.2
    (2)
    
    
    
    
    
    
    1.7
    
    
    
    1.7
    
    
    
    3.8Long-term operating leases
    
    
    13.8
    (3)
    
    
    0.8
    
    
    
    4.7
    
    
    
    4.0
    
    
    
    4.4Other long term liabilities:Steelworker Pension Trust
    
    
    11.4
    (4)
    
    
    1.1
    
    
    
    7.8
    
    
    
    2.6
    
    
    
    OPEB
    
    
    20.0
    (5)
    
    
    0.9
    
    
    
    8.6
    
    
    
    10.5
    
    
    
    Severance
    
    
    7.1
    (6)
    
    
    7.1
    
    
    
    
    
    
    
    
    
    
    
    Coal miner retiree medical
    
    
    4.5
    
    
    
    0.1
    
    
    
    0.5
    
    
    
    0.5
    
    
    
    3.4Workers compensation
    
    
    29.3
    (7)
    
    
    1.7
    
    
    
    13.8
    
    
    
    13.8
    
    
    
    Special bonus payment
    
    
    10.0
    (8)
    
    
    5.0
    
    
    
    5.0
    
    
    
    
    
    
    
    Purchase commitments:Oxygen supply
    
    
    66.0
    (9)
    
    
    1.8
    
    
    
    14.4
    
    
    
    14.4
    
    
    
    35.4Electricity
    
    
    63.6
    (10)
    
    
    1.2
    
    
    
    9.6
    
    
    
    9.6
    
    
    
    43.2Coal
    
    
    21.6
    (11)
    
    
    2.4
    
    
    
    19.2
    
    
    
    
    
    
    
    Coal
    
    
    33.4
    (12)
    
    
    14.4
    
    
    
    19.0
    
    
    
    
    
    
    
    Capital commitments
    
    
    66.5
    (13)
    
    
    31.1
    
    
    
    35.4
    
    
    
    
    
    
    
    Total
    
    $
    669.1
    
    
    $
    81.5
    
    
    $
    196.7
    
    
    $
    227.2
    
    
    $
    163.8
 31




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##### Table of Contents



1.
    
    Represents scheduled principal payments on existing indebtedness, as scheduled, without
consideration of the reclassification of the term loan agreement as a current obligation as
of September 30, 2005.2.
    
    Represents scheduled principal payments on existing capital lease obligations.3.
    
    Represents an estimate of expenditures to be made under existing long-term operating
lease agreements.4.
    
    Amount represents estimated payments to the Steelworkers Pension Trust, pursuant to our
labor agreement with the USWA, through the end of the labor contract, which expires on
September 1, 2008.5.
    
    Amounts reflect our current estimate of corporate cash outflows for other post employment
benefits and include the impact of assumed mortality, medical inflation and the aging of the
population. No estimate has been made beyond 2009.6.
    
    Amount represents payments under employee buyout program. 650 bargaining employees
elected buyouts that will be funded in the fourth quarter of 2005 into a qualified benefit
plan with payments being made by the plan through 2010.7.
    
    Amounts reflect our current estimate of corporate cash outflows and exclude the impact of
interest and mortality. The forecast of cash outflows is estimated based on historical cash
payment information for the period 2002 through 2004 and anticipates payment of
approximately $6.9 million per year. No estimate has been made beyond 2009.8.
    
    Special Bonus Program was established in the 2003 Modified Labor Agreement to recognize
the unique contributions and sacrifices made by the hourly workforce and their Union in
helping to keep the Company operating during the Bankruptcy. Payments of $5.0 million are to
be made on December 15, 2005 and 2006.9.
    
    We entered into a 15-year take-or-pay contract in 1999 that was amended in 2003. The
contract requires us to purchase oxygen, nitrogen and argon each month with a minimum
monthly charge of approximately $0.6 million, subject to escalation clauses.10.
    
    We entered into a 20-year take-or-pay contract in 1999, which was amended in 2003. The
contract requires us to purchase steam and electricity each month or pay a minimum monthly
charge of approximately $0.4 million. A variable portion of the contract is calculated as
$3.75 times the number of tons of iron produced each month with an agreed to minimum of
3,000 tons per day. At September 30, 2005, a maximum termination payment of $33.4 million would
have been required.11.
    
    In 2004, we amended our take-or-pay contract to purchase coal each month to a minimum
monthly charge of approximately $0.6 million. The term of the contract expires on December
31, 2007, while the Company has the sole option to terminate the contract on or after
January 1, 2006. After such date, the pricing will be subject to market conditions with a
cap collar. At September 30, 2005, a maximum termination payment of
$3.2 million would have been
required.12.
    
    In 2005, we entered into contracts to purchase 40,000 tons of coal each month from August
2005 through December 2005 and up to 20,000 tons of coal each month from August 2006 through
May 2007 at a price per ton approximating the prevailing market price in the first quarter
of 2005.13.
    
    Amounts reflect contractual commitments for capital expenditure as of September 30, 2005. Planned Capital Expenditures
  
    
    $117.5 million toward completion for the refurbishment of the coke batteries contributed to our new joint venture (80%
of which will be contributed to the joint venture by our joint venture partner);
    
    $14.3 million for installation of hot strip mill automatic roll changers at our Mingo Junction facility, expected to
occur in late 2005 and early 2006; and
    
    $9.0 million for cold mill improvements at our Allenport facility, expected to occur in 2005 and 2006.
  32




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VEBA TRUST AND PROFIT SHARING PLANS
   VEBA Trust
  (i)
    
    40% of operating cash flow, between $16 and $24 of operating cash flow per ton of steel
products sold to third parties, payable in cash;(ii)
    
    12% of operating cash flow, between $24 and $65 of operating cash flow per ton of steel
products sold to third parties, payable at our discretion in cash or common stock of WPC;(iii)
    
    25% of operating cash flow, above $65 of operating cash flow per ton of steel products
sold to third parties, payable in cash; and(iv)
    
    15% of operating cash flow below $30 of operating cash flow per ton of steel products
sold to third parties, payable at our discretion in cash or common stock of WPC, subject to
compliance with dilution limitations.
  33




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##### Table of Contents



Profit Sharing Plans
    34




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##### Table of Contents



CRITICAL ACCOUNTING POLICIES AND ESTIMATES
   Other Postemployment Benefits (OPEB)
    35




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##### Table of Contents



Asset Impairments
  Deferred Taxes
  Environmental and Legal Contingencies
  RECENT ACCOUNTING STANDARDS
     36




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##### Table of Contents



Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  Commodity Price Risk and Related Risks
   Interest Rate Risk
   Credit Risk
  Foreign Currency Exchange Risk
  
 Item 4. CONTROLS AND PROCEDURES
 (a)  Evaluation of Disclosure Controls and Procedures
  37




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(b)  Changes
in Internal Control Over Financial Reporting
    38




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##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 1. LEGAL PROCEEDINGS
  
 Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
   Nominee
    
    Total Votes For
    
    
    Total Votes WithheldPaul J. Mooney
    
    
    10,619,814
    
    
    
    1,271,942Alicia H. Munnell
    
    
    10,444,583
    
    
    
    1,447,173Lynn R. Williams
    
    
    10,613,915
    
    
    
    1,277,841James L. Bowen
    
    
    10,603,521
    
    
    
    1,288,235Michael D. Dingman, Jr.
    
    
    10,622,716
    
    
    
    1,269,040Roland L. Hobbs
    
    
    10,619,014
    
    
    
    1,272,742D. Clark Ogle
    
    
    10,622,716
    
    
    
    1,269,040
 39




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##### Table of Contents



Item 6. EXHIBITS
 (a) Exhibits
 Exhibit No.
    
    Description31.1
    
    Certification of James G. Bradley, Chief Executive Officer of the Registrant, pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a)/15d-14(a) certification).31.2
    
    Certification of Paul J. Mooney, Chief Financial Officer of the Registrant, pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a)/15d-14(a) certification).32.1
    
    Certification of James G. Bradley, Chief Executive Officer of the Registrant, pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).32.2
    
    Certification of Paul J. Mooney, Chief Financial Officer of the Registrant, pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)
 40




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##### Table of Contents



SIGNATURES
  WHEELING-PITTSBURGH CORPORATION/s/
    
    Paul J. MooneyPaul J. MooneyChief Financial Officer(Authorized Officer, Principal Financial Officerand Principal Accounting Officer)
  41