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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 March 31, 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
    
    55-0309927(State of Incorporation)1134 Market Street, Wheeling, WV
    
    (I.R.S. Employer Identification No.)26003(Address of principal executive offices)
    
    (Zip code)
 Registrants telephone number, including area code: (304) 234-2400 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 þ No o Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of
the Exchange Act).
Yes þ No o Applicable only to registrants involved in bankruptcy proceedings during the preceding five years: Indicate by check mark whether the registrant has filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court. Yes þ No o The registrant had 14,492,326 shares of its common stock, par value $0.01 per share, outstanding as
of April 27, 2005.




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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
    
    
    16Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    29Item 4. Controls and Procedures
    
    
    30PART II  OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    30Item 6. Exhibits
    
    
    30SIGNATURES
    
    
    32Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
  1




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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 EndedMarch 31,2005
    
    
    2004Revenues:Net sales, including sales to affiliates of $99,839 and $65,340
    
    $
    399,508
    
    
    $
    274,206Cost and expenses:Cost of sales, including cost of sales to affiliates of $93,073
and $61,251, excluding depreciation and amortization expense
    
    
    355,958
    
    
    
    256,069Depreciation and amortization expense
    
    
    9,469
    
    
    
    7,689Selling, general and administrative expense
    
    
    19,317
    
    
    
    15,038Total cost and expenses
    
    
    384,744
    
    
    
    278,796Operating income (loss)
    
    
    14,764
    
    
    
    (4,590
    )Interest expense and other financing costs
    
    
    (5,580
    )
    
    
    (5,219
    )Other income
    
    
    2,968
    
    
    
    3,012Income (loss) before income taxes
    
    
    12,152
    
    
    
    (6,797
    )Income tax provision (benefit)
    
    
    4,052
    
    
    
    (79
    )Net income (loss)
    
    $
    8,100
    
    
    $
    (6,718
    )Earnings per shareBasic
    
    $
    0.57
    
    
    $
    (0.71
    )Diluted
    
    $
    0.56
    
    
    $
    (0.71
    )Weighted average shares (in thousands):Basic
    
    
    14,109
    
    
    
    9,500Diluted
    
    
    14,364
    
    
    
    9,500
 The accompanying notes are an integral part of the financial statements. 2




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WHEELING-PITTSBURGH CORPORATION AND SUBSIDIARIES 
 Condensed Consolidated Balance Sheets (Unaudited)
 (Dollars in thousands)
 March 31,
    
    
    December 31,2005
    
    
    2004AssetsCurrent assets:Cash and cash equivalents
    
    $
    2,596
    
    
    $
    31,198Accounts receivables, less allowance for doubtful accounts of $2,938 and $2,697
    
    
    191,742
    
    
    
    144,509Inventories
    
    
    219,658
    
    
    
    156,669Prepaid expenses and deferred charges
    
    
    25,200
    
    
    
    29,953Total current assets
    
    
    439,196
    
    
    
    362,329Investment in and advances to affiliated companies
    
    
    49,831
    
    
    
    53,016Property, plant and equipment, less accumulated depreciation of $51,814 and $42,536
    
    
    488,787
    
    
    
    487,308Deferred income tax benefits
    
    
    17,319
    
    
    
    18,751Restricted cash
    
    
    
    
    
    
    12,502Other intangible assets, less accumulated amortization of $1,525 and $1,346
    
    
    1,263
    
    
    
    5,174Deferred charges and other assets
    
    
    14,914
    
    
    
    16,406Total assets
    
    $
    1,011,310
    
    
    $
    955,486Liabilities and stockholders equityCurrent liabilities:Accounts payable, including book overdrafts of $13,395 and $8,894
    
    $
    81,583
    
    
    $
    92,434Short-term debt
    
    
    52,300
    
    
    
    Payroll and employee benefits payable
    
    
    54,888
    
    
    
    48,611Accrued income and other taxes
    
    
    10,852
    
    
    
    10,073Deferred income taxes payable
    
    
    17,319
    
    
    
    18,751Accrued interest and other liabilities
    
    
    6,324
    
    
    
    7,843Long-term debt due in one year
    
    
    31,616
    
    
    
    31,427Total current liabilities
    
    
    254,882
    
    
    
    209,139Long-term debt
    
    
    302,737
    
    
    
    302,156Employee benefits
    
    
    134,973
    
    
    
    135,608Other liabilities
    
    
    17,396
    
    
    
    17,978Total liabilities
    
    
    709,988
    
    
    
    664,881Stockholders equityPreferred stock  $.001 par value; 20,000,000 shares authorized;
no shares issued or outstanding
    
    
    
    
    
    
    Common stock  $.01 par value; 14,494,531 and 14,437,223 shares
issued; 14,490,531 and 14,433,223 shares outstanding
    
    
    145
    
    
    
    144Additional paid-in capital
    
    
    269,943
    
    
    
    267,327Accumulated earnings
    
    
    31,294
    
    
    
    23,194Treasury stock, 4,000 shares, at cost
    
    
    (60
    )
    
    
    (60
    )Total stockholders equity
    
    
    301,322
    
    
    
    290,605Total liabilities and stockholders equity
    
    $
    1,011,310
    
    
    $
    955,486
 The accompanying notes are an integral part of the financial statements. 3




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WHEELING-PITTSBURGH CORPORATION AND SUBSIDIARIES 
 Condensed Consolidated Statements of Cash Flows (Unaudited)
 (Dollars in thousands)
 Quarter EndedMarch 31,2005
    
    
    2004Cash flows from operating activities:Net income (loss)
    
    $
    8,100
    
    
    $
    (6,718
    )Adjustments to reconcile net income (loss) to cash provided by
(used in) operating activities:Depreciation and amortization expense
    
    
    9,469
    
    
    
    7,689VEBA, profit sharing and other stock transactions
    
    
    2,199
    
    
    
    Other postretirement benefits
    
    
    5
    
    
    
    (222
    )Deferred compensation and stock options
    
    
    703
    
    
    
    717Equity
income of affiliated companies, net of dividends
    
    
    2,285
    
    
    
    378Loss on disposition of assets
    
    
    229
    
    
    
    1Deferred income taxes
    
    
    3,732
    
    
    
    (79
    )Changes in current assets and current liabilities:Accounts receivable
    
    
    (47,233
    )
    
    
    (15,908
    )Inventories
    
    
    (62,989
    )
    
    
    16,921Other current assets
    
    
    4,753
    
    
    
    2,118Accounts payable
    
    
    (15,352
    )
    
    
    9,348Other current liabilities
    
    
    5,252
    
    
    
    (1,122
    )Other assets and liabilities, net
    
    
    270
    
    
    
    1,307Net cash provided by (used in) operating activities
    
    
    (88,577
    )
    
    
    14,430Cash flows from investing activities:Payments from affiliates
    
    
    900
    
    
    
    325Capital expenditures
    
    
    (10,121
    )
    
    
    (24,135
    )Proceeds from sale of assets
    
    
    214
    
    
    
    Restricted cash used to fund capital expenditures
    
    
    12,502
    
    
    
    15,962Net cash provided by (used in) investing activities
    
    
    3,495
    
    
    
    (7,848
    )Cash flows from financing activities:Book overdraft
    
    
    4,501
    
    
    
    510Net change in short-term debt
    
    
    52,300
    
    
    
    (7,353
    )Repayment of long-term debt
    
    
    (321
    )
    
    
    (1,160
    )Net cash provided by (used in) financing activities
    
    
    56,480
    
    
    
    (8,003
    )Decrease in cash and cash equivalents
    
    
    (28,602
    )
    
    
    (1,421
    )Cash and cash equivalents at beginning of period
    
    
    31,198
    
    
    
    4,767Cash and cash equivalents at end of period
    
    $
    2,596
    
    
    $
    3,346
 The accompanying notes are an integral part of the financial statements. 4




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WHEELING-PITTSBURGH CORPORATION AND SUBSIDIARIES 
 Condensed Consolidated Statement of Changes in Stockholders Equity
 (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
    
    
    1
    
    
    
    1,913
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,914Restricted stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Compensation expense recognized
    
    
    
    
    
    
    620
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    620Stock option grants
    
    
    
    
    
    
    83
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    83Net income
    
    
    
    
    
    
    
    
    
    
    8,100
    
    
    
    
    
    
    
    
    
    
    
    8,100Balance, March 31, 2005
    
    $
    145
    
    
    $
    269,943
    
    
    $
    31,294
    
    
    $
    
    
    
    $
    (60
    )
    
    $
    301,322
 
 Share Activity:
    
    Issued
    
    
    Treasury
    
    
    OutstandingBalance, December 31, 2003
    
    
    10,000,000
    
    
    
    
    
    
    
    10,000,000Stock issued  Public offering
    
    
    3,719,898
    
    
    
    
    
    
    
    3,719,898Stock issued  Employee benefit plans
    
    
    717,325
    
    
    
    
    
    
    
    717,325Restricted stock forfeiture
    
    
    
    
    
    
    4,000
    
    
    
    (4,000
    )Balance, December 31, 2004
    
    
    14,437,223
    
    
    
    4,000
    
    
    
    14,433,223Stock issued  Employee benefit plans
    
    
    46,808
    
    
    
    
    
    
    
    46,808Stock issued  Restricted stock
    
    
    10,500
    
    
    
    
    
    
    
    10,500Balance, March 31, 2005
    
    
    14,494,531
    
    
    
    4,000
    
    
    
    14,490,531
 The accompanying notes are an integral part of the financial statements. 5




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Notes to Condensed Consolidated Financial Statements (Unaudited)  1.
    Basis of PresentationThe condensed consolidated financial statements of Wheeling-Pittsburgh Corporation and
subsidiaries (WPC or the Company) are unaudited. In the opinion of management, these financial
statements reflect all recurring adjustments necessary to present fairly the consolidated
financial position of the Company and the results of its operations and the changes in its cash
flows for the periods presented.These financial statements, including notes thereto, have been prepared in accordance with
applicable rules of the Securities and Exchange Commission and do not include all of the
information and disclosures required by generally accepted accounting principles in the United
States of America for complete financial statements. The results reported in these financial
statements may not be indicative of the results that may be expected for the entire year. This
Form 10-Q should be read in conjunction with the Companys Form 10-K for the year ended December
31, 2004.2.
    Bankruptcy and ReorganizationOn November 16, 2000, the Company and eight of its then-existing wholly-owned subsidiaries,
which represented substantially all of the Companys business, filed voluntary petitions for
relief under Chapter 11 of the United States Bankruptcy Code. The Company commenced Chapter 11
proceedings in order to restructure its outstanding debts and to improve its access to
additional funding needed to continue operations. Throughout the Chapter 11 proceedings, the
Company remained in possession of its properties and assets and continued to operate and manage
its businesses with the then-existing directors and officers as debtors-in-possession subject to
the supervision of the Bankruptcy Court.As part of the Chapter 11 proceedings, the Company filed its original Joint Plan of
Reorganization on December 20, 2002, its First Amended Joint Plan of Reorganization on January 9, 2003, its Second
Amended Joint Plan of Reorganization on May 5, 2003 and its Third Amended Joint Plan of
Reorganization on May 19, 2003, reflecting the final negotiations with pre-petition note
holders, pre-petition trade creditors and unionized employees. The Companys plan of
reorganization was confirmed on June 18, 2003 and became effective on August 1, 2003.3.
    Fresh Start ReportingIn connection with its reorganization and in accordance with Statement of Position (SOP) 90-7,
Financial Reporting by Entities in Reorganization Under the Bankruptcy Code, the Company
adopted the provisions of fresh start reporting as of July 31, 2003. In adopting the
requirements of fresh start reporting, the Company made a determination of the enterprise value
of the entity based upon various valuation methods, including discounted cash flow
methodologies, analysis of comparable steel companies, and other applicable ratios and economic
industry information relevant to the operations of the Company. The estimated total equity value
of the reorganized company aggregating approximately $150 million was determined after taking
into account the values of the obligations assumed in connection with the Joint Plan of
Reorganization.As a result of applying fresh start reporting, the consolidated financial position of the
Company and the results of its operations and the changes in its cash flows for the periods
presented may not be comparable to historical information for prior periods.4.
    Change in Accounting MethodThe Company elected to adopt Statement of Financial Accounting Standards No. 123 (revised 2004)
(SFAS No. 123(R)) in the first quarter of 2005 and elected to apply this statement using the
modified retrospective method. As a result, financial statements for all prior periods
presented have been adjusted to give effect to the fair-value based method of accounting for all
awards granted in fiscal years beginning after December 15, 1994. Beginning balances of
paid-in-capital, other non-current assets and retained earnings have been adjusted to reflect
the results of adopting this statement using the modified retrospective method for years not
presented. Amounts previously disclosed as pro forma adjustments have been reflected in
earnings for all prior periods. 6




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The effect of adopting this statement and applying this statement using the modified
retrospective method is as follows: Quarter EndedMarch 31,Dollars in thousands, except per share amounts
    
    2005
    
    
    2004Income (loss) from continuing operations, before adjustment
    
    $
    8,183
    
    
    $
    (6,626
    )Effect of adopting fair-value method of accounting for
share-based payments
    
    
    (83
    )
    
    
    (92
    )Income (loss) from continuing operations, as adjusted
    
    
    8,100
    
    
    
    (6,718
    )Effect of adoption on benefit for income taxes
    
    
    
    
    
    
    Net income (loss), as adjusted
    
    $
    8,100
    
    
    $
    (6,718
    )Earnings per share:Basic, before adjustment
    
    $
    0.58
    
    
    $
    (0.70
    )Effect of adoption
    
    $
    (0.01
    )
    
    $
    (0.01
    )Basic, as adjusted
    
    $
    0.57
    
    
    $
    (0.71
    )Diluted, before adjustment
    
    $
    0.57
    
    
    $
    (0.70
    )Effect of adoption
    
    $
    (0.01
    )
    
    $
    (0.01
    )Diluted, as adjusted
    
    $
    0.56
    
    
    $
    (0.71
    )
  As of December 31, 2004, accumulated earnings was decreased by $343 thousand, other non-current
assets was increased $127 thousand and additional paid-in capital was increased $470 thousand.
Amounts previously reported as deferred compensation in stockholders equity were reclassified
to additional paid-in capital. The retrospective application of SFAS No. 123(R) had no effect
on cash flow from operating, investing or financing activities.5.
    New Accounting StandardsThe Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 47 (FIN 47),
Accounting for Conditional Asset Retirement Obligations, in March 2005. FIN 47 clarifies the
term conditional asset retirement obligation as used in SFAS No. 143, Accounting for Asset
Retirement Obligations. FIN 47 is effective for fiscal years ending after December 31, 2005.
The Company does not expect this interpretation to have a material impact on its financial
statements.The FASB issued SFAS No. 151, Inventory Costs, an amendment of ARB No. 43, Chapter 4, in
December 2004. SFAS No. 151 requires that abnormal amounts of idle facility expense, freight,
handling costs and wasted materials be recognized as current-period costs and not as
inventoriable costs. SFAS No. 151 is effective for fiscal years beginning after June 15, 2005.
The Company is currently reviewing the statement and does not expect the statement to have a
material impact on its financial statements.The FASB issued SFAS No. 153, Exchanges of Non-monetary Assets, an amendment of APB Opinion No.
29, in December 2004. SFAS No. 153 eliminates the exception to fair value treatment with
respect to certain exchanges of non-monetary assets and provides an exception to fair value
treatment with respect to exchanges of non-monetary assets that have no commercial substance.
SFAS No. 153 is effective for non-monetary asset exchanges occurring in fiscal periods beginning
after June 15, 2005. The Company is currently reviewing the statement and does not expect the
statement to have a material impact on its financial statements.6.
    Business SegmentThe Company is engaged in one line of business and operates in one business segment, the making,
processing and fabricating of steel and steel products. The Company manufactures and sells hot
rolled and cold rolled sheet products, coated products (such as galvanized), pre-painted and tin
mill sheet products. The Company 7




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also manufactures fabricated steel products, including roll-formed corrugating roofing, roof deck,
form deck, floor deck, bridgeform and other products used primarily in construction, highway and
agricultural markets.7.
    Transactions with Affiliates and Related PartiesThe Company owns 35.7% of the outstanding common stock of Wheeling-Nisshin, Inc.
(Wheeling-Nisshin), which is accounted for using the equity method of accounting. The Company
had sales to Wheeling-Nisshin of $61.8 million and $38.0 million for the quarters ended March
31, 2005 and 2004, respectively. Sales to Wheeling-Nisshin are made at prevailing market
prices. The Company recorded dividends from Wheeling-Nisshin of $5.0 million and $2.5 million
for the quarters ended March 31, 2005 and 2004, respectively. At March 31, 2005 and December
31, 2004, the Company had accounts receivable due from Wheeling-Nisshin, Inc. of $12.7 million
and $1.6 million, respectively, and had accounts payable to Wheeling-Nisshin of $.1 million and
$2.5 million, respectively.The Company owns 50% of the outstanding common stock of Ohio Coatings Corporation (OCC), which
is accounted for using the equity method of accounting. The Company had sales to OCC of $38.0
million and $27.3 million for the quarters ended March 31, 2005 and 2004, respectively. Sales
to OCC are made at prevailing market prices. At March 31, 2005 and December 31, 2004, the
Company had accounts receivable due from OCC of $14.2 million and $9.7 million, respectively,
and had accounts payable to OCC of $.1 million and $.9 million, respectively. At March 31, 2005
and December 31, 2004, the Company has a loan receivable due from OCC of $8.8 million and $9.7
million, respectively, which bears interest at approximately 5.6% per annum. The Company
recorded interest income on the loan receivable of $.1 million and $.1 million and received
payments on the loan of $.9 million and $.3 for the quarters ended March 31, 2005 and 2004,
respectively.8.
    Share-Based PaymentsThe Company maintains a non-vested restricted stock plan pursuant to which it granted 500,000
shares of its common stock to selected key employees. All of these grants vest in increments of
one-third of the total grant to each individual pro rata over three years; one-third of which
have vested and one-third of which will vest two business days after the earnings release for
the second quarter of 2005 and 2006. In March 2005, the Company granted an additional 10,500
restricted shares of its common stock under the plan to selected employees, all of which vest
two business days after the earnings release for the second quarter of 2006. Compensation
expense related to this plan amounted to $0.6 million for each of the quarters ended March 31,
2005 and 2004.During the first quarter of 2005, the Company granted stock options for 2,722 shares of its
common stock to certain directors of the Company at a per share price of $38.86. During the
first quarter of 2004, the Company granted stock options for 4,394 shares of its common stock to
certain directors of the Company at a per share price of $24.04. The options are granted at a
price equal to the average stock price for a five-day period ending on the date of grant, vest
upon receipt, are exercisable at the option of the holder and lapse ten years from the date of
grant. No stock options were exercised during the first quarter of 2005 or 2004. The Company
recorded compensation expense relative to stock options of $83 thousand and $92 thousand for the
quarters ended March 31, 2005 and 2004, respectively. As of March 31, 2005, stock options for
39,730 shares of common stock of the Company were outstanding at a weighted average price per
share of $16.41.9.
    Pension and Other Postretirement BenefitsNet periodic cost for pension and other postretirement benefits for employees and covered
dependents was as follows: 8




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Quarter EndedMarch 31,(Dollars in thousands)
    
    2005
    
    
    2004Components of net periodic cost:Service cost
    
    $
    414
    
    
    $
    753Interest cost
    
    
    1,324
    
    
    
    1,864Amortization of prior service credit
    
    
    (1,197
    )
    
    
    Recognized actuarial (gain)/loss
    
    
    311
    
    
    
    318Net periodic cost
    
    $
    852
    
    
    $
    2,935
  The Company contributed $12 thousand and $36 thousand to its defined benefit pension plan during
the quarters ended March 31, 2005 and 2004, respectively. The Company made payments of $.8
million and $1.7 million for other postretirement benefits during the quarters ended March 31,
2005 and 2004, respectively. The Company expects to contribute $.3 million to its defined
benefit pension plan during 2005 on account of salaried participants and to make payments of
$3.7 million for other postretirement benefits during 2005.10.
    VEBA and Profit Sharing ExpenseDuring the quarter ended March 31, 2005, the Company incurred VEBA expense of $2.6 million. At
the sole discretion of the Company, $2.1 million of this amount is subject to satisfaction by
the issuance of common stock of the Company during the second quarter of 2005. The remaining
$.5 million of this amount will be settled with pre-funded amounts. No VEBA or profit sharing
expense was incurred during the first quarter of 2004.11.
    Other IncomeOther income consisted of the following: Quarter EndedMarch 31,(Dollars in thousands)
    
    2005
    
    
    2004Equity income from affiliates
    
    $
    2,715
    
    
    $
    2,122Other income
    
    
    253
    
    
    
    890Total
    
    $
    2,968
    
    
    $
    3,012
  12.
    Earnings Per ShareDiluted earnings per share assumes the exercise of stock options and vesting of restricted
stock, provided in each case that the effect is dilutive. For the quarter ended March 31, 2005,
37,008 shares of common stock related to stock options and 330,667 shares of restricted common
stock were included in the computation of diluted earnings per share. For the quarter ended
March 31, 2005, 2,722 shares of common stock related to stock options and 10,500 restricted
 shares of common stock were excluded from the computation of diluted earnings per share because
their effect was anti-dilutive. For the quarter ended March 31, 2004, 22,187 shares of common
stock related to stock options and 500,000 shares of common stock related to restricted stock
were excluded from the computation of diluted earnings per share because their effect was
anti-dilutive.13.
    InventoriesInventories are valued at the lower of cost or market value. Cost is determined by the last-in
first-out (LIFO) method for substantially all inventories. Approximately 99% of inventories are
valued using the LIFO method. 9




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##### Table of Contents



March 31,
    
    
    December 31,(Dollars in thousands)
    
    2005
    
    
    2004Finished products
    
    $
    30,348
    
    
    $
    46,070In-process
    
    
    168,014
    
    
    
    128,114Raw materials
    
    
    74,945
    
    
    
    23,662Other materials and supplies
    
    
    263
    
    
    
    307Total current cost
    
    
    273,570
    
    
    
    198,153Excess of current cost over carrying cost
    
    
    (53,912
    )
    
    
    (41,484
    )Carrying cost
    
    $
    219,658
    
    
    $
    156,669
  During the first quarter of 2005, certain inventory quantities were reduced, resulting in
liquidations of LIFO inventories carried at costs prevailing in prior periods. The effect was
to increase income by $389 thousand.14.
    Intangible AssetsThe application of fresh start reporting resulted in an amount being allocated to reorganization
value in excess of amounts allocated to identifiable assets, which was reflected in the
financial statements as goodwill. Under the provisions of SOP 90-7 and FASB 109, either
pre-confirmation net operating loss carryforwards or benefits resulting from the reversal of a
valuation allowance applicable to other deferred tax assets are used first to reduce goodwill
and then to reduce other intangible assets, and finally as a credit to equity. During the
quarter ended March 31, 2005, other intangible assets were reduced by $3.7 million representing
the tax benefit from the utilization of pre-confirmation net operating loss carryforwards and
the reversal of other deferred tax assets for which a full valuation allowance had been
provided.15.
    Commitments and ContingenciesEnvironmental MattersPrior to confirmation of the Companys plan of reorganization effective August 1, 2003, the
Company settled all pre-petition environmental claims made by state and Federal (USEPA) environmental regulatory agencies. Consequently, the Company
believes that it has settled and/or discharged environmental liability for any known
Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA or Superfund)
sites, pre-petition stipulated penalties related to active consent decrees, or other
pre-petition regulatory enforcement actions.The Company estimates that demands for stipulated penalties and fines for activities through
March 31, 2005 could total approximately $2.8 million, which has been fully reserved by the
Company. These claims arise from instances in which the Company exceeded consent decree terms,
including: (a) $2.1 million related to a January 30, 1996 USEPA consent decree for the Companys
coke oven gas desulfurization facility; (b) $0.4 million related to a July 1991 USEPA consent
decree for water discharges to the Ohio River; and (c) $0.1 million related to a September 20,
1999 Ohio EPA consent decree for the Companys coke oven gas desulfurization facility, and (d)
$0.2 million for a one time fine by West Virginia DEP for particulate emissions from the Companys coke
plant.On March 10, 2005 the Company entered into a consent order with the West Virginia Department of
Environmental Protection relative to air emissions at its coke producing facility in Follansbee,
West Virginia. Under the consent order, the Company is obligated to take certain actions to
correct and control air emissions at this facility. The Company recorded an obligation of $.2
million in the first quarter of 2005 relating to this matter.In September 2000, the Company entered into a consent order with the West Virginia Department of
Environmental Protection wherein the Company agreed to remove contaminated sediments from the
bed of the Ohio River. Approximately $1.4 million was spent on these activities in 2002, $0.6
million in 2003, $4.6 million in 2004 and $.6 million in 2005. The Company estimates the cost
of removal of the remaining contaminated sediments at $2.8 million, which has been fully
reserved by the Company. The Company currently expects this work to be substantially complete
by the end of 2006. 10




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##### Table of Contents



The Company is under a final administrative order issued by the USEPA in June 1998 to conduct a
Resource Conservation and Recovery Act Facility Investigation to determine the nature and extent
of soil and groundwater contamination at its coke plant in Follansbee, West Virginia. USEPA
approved the Companys investigation work plan, and field activities were completed in 2004. The
Company will submit the results of this investigation to the USEPA in 2005. It is expected that
some remediation measures will be necessary and could commence within the next three to five
years. Based on a preliminary estimate of the range of the possible cost to remediate, the
Company has reserved approximately $5.1 million for such remediation measures.The USEPA conducted a multimedia inspection of our Steubenville, Mingo Junction, Yorkville and
Martins Ferry, Ohio and Follansbee, West Virginia facilities in March and June 1999. The
inspection covered environmental regulations applicable to these plants. Many of the issues were
resolved and settled prior to emergence from Chapter 11 bankruptcy. Based on current estimates,
the Company has reserved $1.4 million for resolution of outstanding issues.Capital expenditures for environmental projects totaled $3.0 million for the quarter ended March
31, 2005. The Company estimates capital expenditures for environmental projects to be $11.1
million for 2005, $14.2 million for 2006 and $4.1 million for 2007. However, due to the
possibility of unanticipated factual or regulatory developments, the amount and timing of future
capital expenditures may vary substantially from such estimates.Accrued environmental liabilities totaled $13.0 million at March 31, 2005 and $13.4 at December
31, 2004. These accruals were based on all information available to the Company. As new
information becomes available, whether from third parties or otherwise, and as environmental
regulations change, the liabilities are reviewed on a quarterly basis and the accruals are
adjusted accordingly. Unless stated above, the time frame over which these liabilities will be
paid is presently unknown. Further, the Company considers it reasonably possible that it could
ultimately incur additional liabilities relative to the above exposures of up to $5.0 million.CommitmentsThe Company entered into a 15-year take-or-pay contract in 1999, which was amended in 2003, that
requires the Company to purchase oxygen, nitrogen and argon each month with a minimum monthly
charge of approximately $0.6 million, subject to escalation clauses. Payments for deliveries of
oxygen totaled $2.3 million and $4.1 million for the quarters ended March 31, 2005 and 2004,
respectively.The Company entered into a 20-year contract in 1999, which was amended in 2003, that requires
the Company to purchase steam and electricity each month or pay a minimum monthly charge of
approximately $0.4 million. Additionally, the contract requires a variable portion 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. Payments for deliveries of steam and electricity totaled $2.4 million and $2.3
million for the quarters ended March 31, 2005 and 2004, respectively. At March 31, 2005, a
maximum termination payment of $33.4 million would have been required to terminate the contract.In 2004, the Company entered into a take-or-pay contract to purchase coal each month with 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. Payments for deliveries of coal totaled $2.9 million and $1.3 million for the quarters
ended March 31, 2005 and 2004, respectively. At March 31, 2005, a maximum termination payment
of $5.7 million would have been required to terminate the contract.GuaranteesIn January 2005, the Company executed an operating lease for certain mobile equipment, which
contains a residual lease guarantee approximating $357 thousand. This residual lease guarantee
has been reflected in the financial statements as an obligation and is included in other current
liabilities. 11




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##### Table of Contents



OtherThe Company is the subject of, or party to, a number of other pending or threatened legal
actions involving a variety of matters. However, based on information currently available,
management believes that the disposition of these matters will not have a material adverse
effect on the business, results of operations or the financial position of the Company.16.
    Subsequent EventOn April 27, 2005, the Company filed a lawsuit in the Brooke County, West Virginia Circuit Court
against Central West Virginia Energy Company (CWVEC), a subsidiary of Massey Energy Company,
seeking substantial monetary damages and specific performance. The suit alleges that CWVEC
breached its long-term coal supply agreement beginning in late 2003 and continuing to the
present, causing Wheeling-Pittsburgh Steel to purchase coal on the spot market at significantly
higher prices than under its agreement with CWVEC.17.
    Summarized Combined Financial InformationWPSC, a wholly-owned subsidiary of Wheeling-Pittsburgh Corporation (WPC), is the issuer of the
outstanding $40 million Series A notes and $20 million Series B notes. The Series A and Series
B notes were not registered under the Securities Act of 1933 or the Securities Act of 1934. The
Series A notes and Series B notes are each fully and unconditionally guaranteed, jointly and
severally, by WPC and its present and future subsidiaries. WPSC and each subsidiary guarantor
of the Series A and Series B notes are 100%-owned by the parent guarantor, WPC. Because the
subsidiary guarantors are minor, individually and in the aggregate, the combined consolidating
financial information for WPC and the subsidiary guarantors has been combined below in the
column entitled WPC and Subsidiary Guarantors. CONDENSED CONSOLIDATING BALANCE SHEET
       March 31, 2005
       (Dollars in thousands) ConsolidatingWPC and
    
    
    
    
    
    
    andSubsidiary
    
    
    
    
    
    
    Eliminating
    
    
    WPCGuarantors
    
    
    WPSC
    
    
    Entries
    
    
    ConsolidatedAssetsCash and cash equivalents
    
    $
    
    
    
    $
    2,596
    
    
    $
    
    
    
    $
    2,596Accounts receivable
    
    
    
    
    
    
    191,742
    
    
    
    
    
    
    
    191,742Inventories
    
    
    
    
    
    
    219,658
    
    
    
    
    
    
    
    219,658Other current assets
    
    
    16
    
    
    
    25,184
    
    
    
    
    
    
    
    25,200Total current assets
    
    
    16
    
    
    
    439,180
    
    
    
    
    
    
    
    439,196Intercompany receivables
    
    
    
    
    
    
    2,554
    
    
    
    (2,554
    )
    
    
    Investments and advances in affiliates
    
    
    300,825
    
    
    
    49,831
    
    
    
    (300,825
    )
    
    
    49,831Property, plant and equipment - net
    
    
    2,310
    
    
    
    486,477
    
    
    
    
    
    
    
    488,787Other non-current assets
    
    
    1,023
    
    
    
    32,473
    
    
    
    
    
    
    
    33,496Total assets
    
    $
    304,174
    
    
    $
    1,010,515
    
    
    $
    (303,379
    )
    
    $
    1,011,310Liabilities and stockholders equityAccounts payable
    
    $
    
    
    
    $
    81,583
    
    
    $
    
    
    
    $
    81,583Other current liabilities
    
    
    284
    
    
    
    173,015
    
    
    
    
    
    
    
    173,299Total current liabilities
    
    
    284
    
    
    
    254,598
    
    
    
    
    
    
    
    254,882Intercompany payable
    
    
    2,554
    
    
    
    
    
    
    
    (2,554
    )
    
    
    Long-term debt
    
    
    
    
    
    
    302,737
    
    
    
    
    
    
    
    302,737Other non-current liabilities
    
    
    14
    
    
    
    152,355
    
    
    
    
    
    
    
    152,369Stockholders equity
    
    
    301,322
    
    
    
    300,825
    
    
    
    (300,825
    )
    
    
    301,322Total liabilities and stockholders equity
    
    $
    304,174
    
    
    $
    1,010,515
    
    
    $
    (303,379
    )
    
    $
    1,011,310
 12




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##### Table of Contents



CONDENSED CONSOLIDATING BALANCE SHEET
       December 31, 2004
       (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
 13




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##### Table of Contents



CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
       Quarter Ended March 31, 2005
       Dollars in thousands ConsolidatingWPC and
    
    
    
    
    
    
    andSubsidiary
    
    
    
    
    
    
    Eliminating
    
    
    WPCGuarantors
    
    
    WPSC
    
    
    Entries
    
    
    ConsolidatedIncome DataNet sales
    
    $
    
    
    
    $
    399,508
    
    
    $
    
    
    
    $
    399,508Cost of goods sold
    
    
    
    
    
    
    355,958
    
    
    
    
    
    
    
    355,958Depreciation and amortizaton expense
    
    
    
    
    
    
    9,469
    
    
    
    
    
    
    
    9,469Selling, administrative and general expense
    
    
    480
    
    
    
    18,837
    
    
    
    
    
    
    
    19,317Operating income (loss)
    
    
    (480
    )
    
    
    15,244
    
    
    
    
    
    
    
    14,764Interest expense
    
    
    
    
    
    
    (5,580
    )
    
    
    
    
    
    
    (5,580
    )Other income including equity earnings
of affiliates
    
    
    8,580
    
    
    
    2,968
    
    
    
    (8,580
    )
    
    
    2,968Income before income taxes
    
    
    8,100
    
    
    
    12,632
    
    
    
    (8,580
    )
    
    
    12,152Income tax provision (benefit)
    
    
    
    
    
    
    4,052
    
    
    
    
    
    
    
    4,052Net income
    
    $
    8,100
    
    
    $
    8,580
    
    
    $
    (8,580
    )
    
    $
    8,100
 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
       Quarter Ended March 31, 2004
       Dollars in thousands ConsolidatingWPC and
    
    
    
    
    
    
    andSubsidiary
    
    
    
    
    
    
    Eliminating
    
    
    WPCGuarantors
    
    
    WPSC
    
    
    Entries
    
    
    ConsolidatedIncome DataNet sales
    
    $
    
    
    
    $
    274,206
    
    
    $
    
    
    
    $
    274,206Cost of goods sold
    
    
    
    
    
    
    256,069
    
    
    
    
    
    
    
    256,069Depreciation and amortizaton expense
    
    
    
    
    
    
    7,689
    
    
    
    
    
    
    
    7,689Selling, administrative and general expense
    
    
    345
    
    
    
    14,693
    
    
    
    
    
    
    
    15,038Operating loss
    
    
    (345
    )
    
    
    (4,245
    )
    
    
    
    
    
    
    (4,590
    )Interest expense
    
    
    
    
    
    
    (5,219
    )
    
    
    
    
    
    
    (5,219
    )Other income including equity earnings
of affiliates
    
    
    (6,452
    )
    
    
    3,012
    
    
    
    6,452
    
    
    
    3,012Loss before income taxes
    
    
    (6,797
    )
    
    
    (6,452
    )
    
    
    6,452
    
    
    
    (6,797
    )Income tax benefit
    
    
    (79
    )
    
    
    
    
    
    
    
    
    
    
    (79
    )Net loss
    
    $
    (6,718
    )
    
    $
    (6,452
    )
    
    $
    6,452
    
    
    $
    (6,718
    )
 14




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##### Table of Contents



CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
       Quarter Ended March 31, 2005
       (Dollars in thousands) ConsolidatingWPC and
    
    
    
    
    
    
    andSubsidiary
    
    
    
    
    
    
    Eliminating
    
    
    WPCGuarantors
    
    
    WPSC
    
    
    Entries
    
    
    ConsolidatedNet cash used in operating activities
    
    $
    4
    
    
    $
    (88,581
    )
    
    $
    
    
    
    $
    (88,577
    )Investing activities:Capital expenditures
    
    
    (4
    )
    
    
    (10,117
    )
    
    
    
    
    
    
    (10,121
    )Construction of equipment using restricted cash
    
    
    
    
    
    
    12,502
    
    
    
    
    
    
    
    12,502Other
    
    
    
    
    
    
    1,114
    
    
    
    
    
    
    
    1,114Net cash provided by investing activities
    
    
    (4
    )
    
    
    3,499
    
    
    
    
    
    
    
    3,495Financing activities:Net borrowings
    
    
    
    
    
    
    51,979
    
    
    
    
    
    
    
    51,979Book overdraft
    
    
    
    
    
    
    4,501
    
    
    
    
    
    
    
    4,501Other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net cash provided by financing activities
    
    
    
    
    
    
    56,480
    
    
    
    
    
    
    
    56,480Net decreaase in cash and cash equivalents
    
    
    
    
    
    
    (28,602
    )
    
    
    
    
    
    
    (28,602
    )Cash and cash equivalents at beginning of period
    
    
    
    
    
    
    31,198
    
    
    
    
    
    
    
    31,198Cash and cash equivalents at end of period
    
    $
    
    
    
    $
    2,596
    
    
    $
    
    
    
    $
    2,596
 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
       Quarter Ended March 31, 2004
       (Dollars in thousands) ConsolidatingWPC and
    
    
    
    
    
    
    andSubsidiary
    
    
    
    
    
    
    Eliminating
    
    
    WPCGuarantors
    
    
    WPSC
    
    
    Entries
    
    
    ConsolidatedNet cash provided by operating activities
    
    $
    
    
    
    $
    14,430
    
    
    $
    
    
    
    $
    14,430Investing activities:Capital expenditures
    
    
    
    
    
    
    (24,135
    )
    
    
    
    
    
    
    (24,135
    )Construction of equipment using restricted cash
    
    
    
    
    
    
    15,962
    
    
    
    
    
    
    
    15,962Other
    
    
    
    
    
    
    325
    
    
    
    
    
    
    
    325Net cash used in investing activities
    
    
    
    
    
    
    (7,848
    )
    
    
    
    
    
    
    (7,848
    )Financing activities:Net borrowings
    
    
    
    
    
    
    (1,160
    )
    
    
    
    
    
    
    (1,160
    )Book overdraft
    
    
    
    
    
    
    510
    
    
    
    
    
    
    
    510Other
    
    
    
    
    
    
    (7,353

    )
    
    
    
    
    
    
    (7,353
    )Net cash used in financing activities
    
    
    
    
    
    
    (8,003
    )
    
    
    
    
    
    
    (8,003
    )Net decreaase in cash and cash equivalents
    
    
    
    
    
    
    (1,421
    )
    
    
    
    
    
    
    (1,421
    )Cash and cash equivalents at beginning of period
    
    
    
    
    
    
    4,767
    
    
    
    
    
    
    
    4,767Cash and cash equivalents at end of period
    
    $
    
    
    
    $
    3,346
    
    
    $
    
    
    
    $
    3,346
 15




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##### Table of Contents



Item 2. MANAGEMENTS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 15 to the Condensed Consolidated Financial Statements, the disclosures included below under
Quantitative and Qualitative Disclosures About Market Risk, and Form 10-K Part I, Item I for the
year ended December 31, 2004. OVERVIEW General We produce flat rolled steel products for the construction industry, steel service centers,
converters, processors, and the container and appliance industries. Our product offerings are
focused predominantly on higher value-added finished steel products such as cold rolled products,
tin and zinc coated products and fabricated products. In addition, we produce semi-finished steel
products and hot rolled steel products, which represent the least processed of our finished goods. Wheeling Corrugating Company, an operating division of Wheeling-Pittsburgh Steel Corporation (WPCS,
a wholly-owed subsidiary), manufactures our fabricated steel products for the construction,
agricultural and highway industries. WPSC also has ownership interests in two joint ventures,
Wheeling-Nisshin, Inc. and Ohio Coating Company, which together consumed more than 30% of our steel
tonnage shipped in the first quarter of 2005, and represented 25% of net sales for the quarter.
These joint ventures produce value-added steel products from materials and products supplied by us. We operate one business segment with all our operations being located in the United States. We
have a diverse customer base, substantially all of which are located in the United States. Bankruptcy and Reorganization On November 16, 2000, WPC and eight of our then-existing wholly-owned subsidiaries, which
represented substantially all of our business, filed voluntary petitions for relief under Chapter
11 of the US Bankruptcy Code in the US Bankruptcy Court for the Northern District of Ohio, referred
to herein as the Bankruptcy Court. We commenced the Chapter 11 proceedings in order to restructure
our outstanding debts and to improve our access to the additional funding that we needed to
continue our operations. Throughout the Chapter 11 proceedings, we remained in possession of our
properties and assets and continued to operate and manage our businesses with the then-existing
directors and officers as debtors-in-possession subject to the supervision of the Bankruptcy Court. As part of our Chapter 11 proceedings, we filed our original Joint Plan of Reorganization on
December 20, 2002, our First Amended Joint Plan of Reorganization on January 9, 2003, our Second
Amended Joint Plan of Reorganization on May 5, 2003 and our Third Amended Joint Plan of
Reorganization on May 19, 2003, reflecting the final negotiations with pre-petition note holders,
pre-petition trade creditors and unionized employees. Our Third Amended Joint Plan of
Reorganization was confirmed by order of the Bankruptcy Court on June 18, 2003, and became
effective on August 1, 2003. Fresh Start Reporting In connection with its reorganization and in accordance with Statement of Position (SOP) 90-7,
Financial Reporting by Entities in Reorganization Under the Bankruptcy Code, the Company adopted
the provisions of fresh start reporting as of July 31, 2003. In adopting the requirements of fresh
start reporting, the Company made a determination of the enterprise value of the entity based upon
various valuation methods, including discounted cash flow methodologies, analysis of comparable
steel companies, and other applicable ratios and economic industry 16




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information relevant to the operations of the Company. The estimated total equity value of the
reorganized company aggregating approximately $150 million was determined after taking into account
the values of the obligations assumed in connection with the Joint Plan of Reorganization. Change in Accounting Method The Company elected to adopt Statement of Financial Accounting Standards No. 123 (revised 2004)
(SFAS No. 123(R)) in the first quarter of 2005 and elected to apply this statement using the
modified retrospective method. As a result, financial statements for all prior periods presented
have been adjusted to give effect to the fair-value based method of accounting for all awards
granted in fiscal years beginning after December 15, 1994 previously reported as pro forma
disclosures. Beginning balances of paid-in-capital, deferred income taxes and retained earnings
have been adjusted to reflect the results of adopting this statement using the modified
retrospective method for years not presented. Recent Developments The steel industry is cyclical and highly competitive. Demand for our product is directly affected
by demand for steel products in the United States and is indirectly affected by global demand for
steel products. Our steel shipments for the first quarter were 522,803 tons, which was a 4%
increase in steel shipments over the fourth quarter of 2004; however, shipments were adversely
affected by lost production as the result of the basic oxygen furnace ductwork collapse which
occurred in December 2004. Steel prices reflected a modest decline during the first quarter of
2005, with the average per ton selling price of hot-rolled steel decreasing by 2% as compared to
the fourth quarter of 2004. Pricing and demand for steel products in the first quarter of 2005
reflected an apparent oversupply of customer inventories. Product mix for the first quarter of
2005 effectively negated the decrease in average per ton selling price of hot-rolled steel. Steel production during the first quarter totaled 653,263 tons of cast product, which represented a
21% increase over production levels for the fourth quarter of 2004. Production was adversely
affected in both the fourth quarter of 2004 and the first quarter of 2005 as the result of the
basic oxygen furnace ductwork collapse, which occurred in December 2004. We are vigorously
pursuing insurance claims for both property damage and business interruption relative to this
incident. Critical raw material inputs, principally scrap, coal and natural gas, all reflected price
increases during the first quarter of 2005 as compared to prices for the fourth quarter of 2004.
We operate our own coke production facility and are generally self-sufficient with respect to coke
needs. However, our principal supplier of high volatile metallurgical coal alleged force majeure
and failed to deliver metallurgical coal under the terms of our supply contract, which increased
our cost of coal dramatically during the first quarter of 2005. We commissioned a new
Consteel® electric arc furnace (EAF) on November 28, 2004. The
EAF produced 175,080 tons of liquid steel during the first quarter of 2005. The hot metal
charging equipment for the EAF is expected to be operational during the second quarter of 2005.
Once fully operational, the EAF is expected to increase our total raw steel production. The EAF
principally utilizes scrap as a basic raw material input, the cost of which has historically
reflected a strong correlation to the price of steel. Additionally, increased EAF usage will
decrease our direct usage of coke and iron ore, two highly volatile raw materials in terms of cost.
We permanently idled one our two blast furnaces on May 5, 2005 as the result of the EAF production
ramp-up. On December 23, 2004, WPSC entered into a Letter of Intent with Severstal North America, Inc.
(SNA). Under the non-binding terms of the letter of intent, WPSC and SNA agreed to form a Delaware
limited liability company for the production of coke and coke related products. As part of the
proposed project, WPSC is expected to contribute its coke producing batteries and certain related
facilities and assets located at its facility in Follansbee, West Virginia. WPSC and SNA are
expected to make cash contributions in the amount of $20 million and $140 million, respectively, to
the limited liability company over four years, which would be used to substantially rebuild the
coke batteries. During 2005, WPSC is expected to sell coke to SNA under a cost plus contract.
After all contributions are received, the limited liability company would be owned 50% by WPSC and
50% by Severstal North America, Inc. Negotiations continue toward finalizing this agreement. 17




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On February 14, 2005, we adopted a shareholder rights plan primarily intended to help protect our
tax net operating loss carryforwards. As part of the plan, we declared a dividend of one right for
each share of common stock held of record as of March 2, 2005, payable on March 2, 2005. The
rights may cause substantial dilution to a person or group that attempts to acquire 4.99% or
greater of our common stock on terms not approved by our Board of Directors. Acquisitions of our
common stock that would otherwise trigger the rights under the terms of the plan are permitted
where the entire Board of Directors has determined, prior to consummation, that the transaction is
fair to and in the best interests of our stockholders. In addition, the Board of Directors may
redeem the rights, at its discretion, at a redemption price of $.01 per right at any time until the
close of business on the earlier of (i) the 10th day following the first day of any public
announcement that a person has become an acquiring person under the terms of the rights plan or any
earlier date on which the Board of Directors becomes aware of the existence of an acquiring person,
or (ii) on the 10th business day after the date of commencement of a tender offer or exchange offer
the consummation of which would result in any person or group becoming an acquiring person. The
shareholder rights plan will expire on the earlier of the third anniversary date of the plan, or
the date, if any, on which the Company first discloses in any filing with the Securities and
Exchange Commission that the Companys net operating loss carryforwards no longer exceed $50
million. On April 27, 2005, the Company filed a lawsuit in the Brooke County, West Virginia Circuit Court
against Central West Virginia Energy Company (CWVEC), a subsidiary of Massey Energy Company,
seeking substantial monetary damages and specific performance. The suit alleges that CWVEC
breached its long-term coal supply agreement beginning in late 2003 and continuing to the present,
causing Wheeling-Pittsburgh Steel to purchase coal on the spot market at significantly higher
prices than under its agreement with CWVEC. RESULTS OF OPERATIONS Quarter ended March 31, 2005 versus quarter ended March 31, 2004 Net sales for the first quarter of 2005 were $399.5 million. Net sales included $12.9 million from
the sale of raw materials. Net sales of steel products for the first quarter of 2005
totaled $386.6 million on steel shipments of 522,803 tons. Net sales for the first quarter of 2004
were $274.2 million on steel shipments of 538,701 tons. The increase in net sales was due to an
increase in the average selling price of steel of $739 per ton in the first quarter of 2005 as
compared to the average selling price of steel of $509 per ton in the first quarter of 2004, offset
by a decrease in sales volume of 15,898 tons. First quarter 2005 steel shipments were adversely
impacted by the basic oxygen furnace ductwork collapse, which occurred in December 2004. Cost of sales for the first quarter of 2005 amounted to $355.9 million. This amount included costs
of $7.4 million related to the sale of raw materials and was reduced by $4.4 million related
to the receipt of an environmental settlement applicable to prior years. Cost of sales of steel
products totaled $352.9 million on steel shipments of 522,803 tons. Cost of sales for the first
quarter of 2004 totaled $256.1 million on steel shipments of 538,701 tons. The net increase in
cost of goods sold was due to an increase in the average cost of producing steel to $675 per ton in
the first quarter of 2005 as compared to the average cost of producing steel of $475 per ton in the
first quarter of 2004, offset by a decrease in shipping volume. The increase in cost of goods sold of $96.8 million, or $200 per ton, as compared to the first
quarter of 2004, resulted principally from increases in the cost of scrap, iron ore and
metallurgical coal. Cost of sales was also impacted in the first quarter of 2005 as the result of
the restoration of a 12% temporary wage reduction in the second quarter of 2004 that had been in
effect since May 2003, an increase in wage and salary costs resulting from a 5% contractual wage
increase for hourly employees effective as of May 2004 and a 5% wage increase granted to salaried
employees in June 2004. The cost of natural gas and the cost of electricity also increased during
the first quarter of 2005 as compared to the first quarter of 2004. VEBA expense of $2.6 million
was also incurred during the first quarter of 2005. No VEBA expense was incurred in the first
quarter of 2004. Operating rates for the first quarter of 2005 and 2004 were 103.0% and 91.9%, respectively, as
compared to our blast furnace-based benchmark. 18




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Depreciation expense for the first quarter of 2005 amounted to $9.5 million as compared to $7.7
million for the first quarter of 2004. Depreciation expense increased as a result of the electric
arc furnace, which was completed and placed in service during the fourth quarter of 2004. Selling, general and administrative expense for the first quarter of 2005 amounted to $19.3 million
as compared to $15.0 million for the first quarter of 2004. Selling, general and administrative
costs increased principally as the result of the restoration of 12% temporary wage reduction in the
second quarter of 2004 that had been in effect since May of 2003, a 5% wage increase that was
granted to salaried employees in June 2004 and other one-time employee-related costs incurred
during the first quarter of 2005. Interest expense for the first quarter of 2005 amounted to $5.6 million as compared to $5.2 million
for the first quarter of 2004. Average indebtedness outstanding for the first quarter of 2005
approximated $340 million as compared to $418 million for the first quarter of 2004; a decrease of
$78 million. This decrease in outstanding indebtedness was offset by an increase in average rates
of interest on outstanding indebtedness from an average rate of approximately 5% for the first
quarter of 2004 to an average rate of approximately 6.5% for the first quarter of 2005. Other income for the first quarter of 2005 amounted to $3.0 million as compared to $3.0 million for
the first quarter of 2004. Other income consists primarily of equity earnings from affiliates and
interest income. Equity earnings from affiliates increased by $.6 million and interest income
decreased by $.6 million when comparing the first quarter of 2005 to the first quarter of 2004. Income tax expense for the first quarter of 2005 amounted to $4.1 million as compared to an income
tax benefit of $.1 million for the first quarter of 2004. Income taxes were provided at an
effective tax rate of 33.3% of pretax income for the first quarter of 2005. A nominal income tax
benefit of $.1 million was recognized in the first quarter of 2004 as the realizability of net
operating loss carryforwards in future periods was not reasonably assured. Net income for the first quarter of 2005 amounted to $8.1 million, or $.57 per basic share, as
compared to a net loss of $6.7 million, or $(.71) per basic share, for the first quarter of 2004. LIQUIDITY AND CAPITAL RESOURCES Cash Flow from Operating Activities During the first quarter of 2005, we used $88.6 million of cash flow in operating activities
consisting of $26.7 million from net income, adjusted for non-cash items, and $.3 million from
changes in other assets and liabilities, offset by changes in working capital of $115.6 million.
Changes in working capital during the first quarter of 2005 included an increase in accounts
receivable of $47.2 million and an increase in inventory of $63.0 million. Accounts receivable
increased as a result of the increased volume of shipments late in first quarter of 2005 as
compared to the volume of shipments late in the fourth quarter of 2004. Inventory increased from
low inventory levels at year-end as a result of the basic oxygen furnace ductwork collapse
production interruption. Production during the first quarter of 2005 exceeded shipments by an
amount in excess of 100,000 tons. The restored inventory will allow us to meet expected increases
in future steel shipments. Additionally, management made a strategic decision to increase
inventory levels of certain critical raw materials, in part, to avoid future price increases for
iron ore. During the first quarter of 2005, accounts payable was reduced from an abnormally high
level as of December 31, 2004 to normal levels as of March 31, 2005 resulting in the use of $15.4
million in cash flow during the first quarter of 2005. As the result of the basic oxygen furnace ductwork collapse that occurred in December 2004, we are
vigorously pursuing insurance claims for both property damage, which we expect to approximate $9
million, and business interruption, which we expect to be substantial. No income has been recorded
to-date relative to the business interruption claim. 19




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During the first quarter of 2004, the net loss, adjusted for non-cash items provided cash flow
of $1.8 million. Changes in working capital provided cash flow of $11.3 million. Changes in other
assets and other liabilities provided cash flow of $1.3 million. Cash Flow from Investing Activities During the first quarter of
2005, capital expenditures used cash flow of $10.1 million. Cash
withdrawn from restricted cash accounts during the first quarter totaled $12.5 million. Other
investing activities provided cash flow of $1.1 million. During the first quarter of 2004, capital expenditures, net of cash withdrawals from a restricted
cash account, used $8.2 million. Other investing activities provided cash flow of $.3 million. Cash Flow from Financing Activities During the first quarter of 2005, borrowings, including book overdrafts, provided cash flow of
$56.8 million. Repayment of long-term debt used cash flow of $.3 million. During the first quarter of
2004, book overdrafts provided cash flow of $0.5 million and repayment
of debt used cash flow of $8.5 million. Liquidity and Capital Resources As of March 31, 2005, we had liquidity and capital resources of $85.8 million, consisting of cash
and cash equivalents of $2.6 million and $83.2 million of availability under our revolving credit
facility. Our working capital ratio at March 31, 2005 was 1.7:1, which remained unchanged from
December 31, 2004. At March 31, 2005, $52.3 million was outstanding under our revolving credit
agreement. Liquidity is provided under our $225 million revolving credit facility. Under the terms of our
amended term loan agreement, we are currently limited to a maximum of $150 million in borrowings,
including outstanding letters of credit, under our revolving credit facility. We are also required
to maintain minimum borrowing availability of at least $25 million under our revolving credit
facility, after giving effect to required reserves and outstanding letters of credit. The terms of
our revolving credit facility and other significant debt obligations are discussed more fully
below. $250 million term loan agreement In August 2003, WPSC entered into a $250 million senior secured term loan agreement due August 1,
2014 with a bank group led by Royal Bank of Canada as administrative agent, which is guaranteed in
part by the Emergency Steel Loan Guarantee Board, or the Steel Board, and the West Virginia Housing
Development Fund as described below. However, if the agent for the term loan lenders is unable or
unwilling, in its sole discretion, to re-offer certain tranches of the term loan as of November 1,
2008, the maturity date for each tranche of the term loan will be November 1, 2008. The agent is
required to provide us notice on or before May 1, 2008 as to whether it will undertake to re-offer
certain tranches of the term loan. If the agent does not re-offer such tranches, we must pay the
agent an amount equal to all outstanding amounts under the term loan agreement on August 1, 2008.
Interest on borrowings is calculated based on either LIBOR or the prime rate using varying spreads
as defined for each of the three tranches in the agreement. The blended rate of interest was
approximately 4.1% at March 31, 2005. The term loan is to be repaid in quarterly installments of
$6.25 million, which began in the fourth quarter of 2004, with a final payment to the agent of $150
million due on August 1, 2008 if such loan is not re-offered.
In June 2004, WPSC entered into an amendment and waiver to our term loan agreement that excludes
from our restrictive covenants applicable to capital expenditures up to $85 million relating to
future capital improvement needs for our No. 8 coke battery, of which only $18 million may be
expended prior to January 1, 2006. The $85 million for the No. 8 coke battery is also excluded
from the computation of our consolidated fixed charge coverage ratio. The amendment and waiver
also limits us from having borrowings, including outstanding letters of credit, in excess of $150
million under our revolving credit facility. The amendment and waiver also provided for a 75 basis
point reduction in the interest rate spread for the loans in which the interest rate is based upon
the prime rate and a 120 basis point reduction in the interest rate spread for the loans in which
the interest rate is based upon the LIBOR rate with respect to tranche B of the term loan, under
which $198.7 million in principal amount was outstanding as of March 31, 2005. 20




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Pursuant to the provisions of our term loan agreement, we are subject to, and are currently in
compliance with, various covenants, including compliance with the terms and conditions of the
guarantee of the Steel Board and the related guarantee of the West Virginia Housing Development
Fund, limitations on indebtedness, guaranty obligations, liens, sale of subsidiary stock,
dividends, distributions and investments. The term loan agreement requires us to maintain minimum borrowing availability under the revolving
credit facility of $25 million. At March 31, 2005, minimum borrowing availability under the
revolving credit facility was $83.2 million. The term loan agreement also specifies certain
financial covenants, including a maximum leverage ratio, minimum interest coverage ratio and
minimum fixed charge coverage ratio with which we must comply commencing with the quarter ending
March 31, 2005. At March 31, 2005, we were in compliance with these financial covenants. The term loan agreement also limits our ability to incur certain capital expenditures, including
obligations under capital leases and capitalized repairs and replacements. Under our term loan
agreement, we are permitted to incur capital expenditures with respect to certain specified
projects up to specified maximum amounts, including the EAF, an automatic roll changer system at
our Mingo Junction facility, the No. 8 coke battery and the Allenport cold mill. We are further
permitted to incur additional expenses for capital improvements for other projects in amounts not
to exceed in the aggregate specified maximums for each calendar year, ranging from $37.1 million to
$44 million. $225 million revolving credit facility In August 2003, WPSC entered into a three-year $225 million senior secured revolving credit
facility with a bank group arranged by Royal Bank of Canada and General Electric Capital
Corporation. Interest on borrowings is calculated based on either LIBOR or the prime rate using
spreads based on facility borrowing availability as defined in the agreement. The blended rate of
interest was approximately 6.5% at March 31, 2005. The facility matures on August 1, 2006. At
March 31, 2005, $52.3 million was outstanding under the revolving credit facility, and we had
$83.2 million of availability, after giving effect to required reserves, outstanding letters of
credit and the a $150 million maximum availability limitation under the facility. We are subject
to, and are currently in compliance with, various covenants set forth in the revolving credit
agreement, which are substantially similar to those contained in the term loan agreement, as
amended, as described above. Under the terms of our amended term loan agreement, we are limited to
a maximum of $150 million in borrowings, including outstanding letters of credit, under our
revolving credit facility. In June 2004, WPSC negotiated an amendment to our revolving credit facility. The amendment permits
us to incur an additional $85 million in capital expenditures toward the rebuild of the No. 8 coke
battery, of which only $18 million may be expended prior to January 1, 2006. The $85 million for
the No. 8 coke battery is also excluded from the computation of our consolidated fixed charge
coverage ratio. $40 million Series A notes On August 1, 2003, WPSC issued Series A secured notes in the aggregate principal amount of $40
million in settlement of claims under our bankruptcy proceedings. The Series A notes were issued
under an indenture among WPSC, WPC, WP Steel Venture Corporation and J. P. Morgan Trust Company,
National Association, the successor trustee to Bank One, N.A. The Series A notes mature on August
1, 2011 and have no fixed amortization, meaning that except for mandatory prepayments, based on
excess cash flow or proceeds from the sale of joint venture interests, no payment of principal
shall be required until such notes become due. The Series A notes bear interest at a rate of 5% per
annum until August 1, 2008. Thereafter, such notes bear interest at a rate of 8% per annum. In the
event that at any time the distributions from Wheeling-Nisshin, Inc. and Ohio Coatings Company to
WPSC are not adequate to pay all the interest then due under the Series A notes or WPSC is not in
compliance with the terms of the term loan agreement or revolving credit facility, WPSC must pay
both cash interest and payment-in-kind interest at rates set forth in the Series A notes. Ohio
Coatings Company is restricted from declaring dividends under the terms of its credit agreement
with Bank of America, N.A. However, Ohio Coatings Company is permitted to make distributions of
interest and principal in respect of its indebtedness to WPC, subject to certain limitations set
forth in its credit agreement and its subordination agreement. We are subject to, and are
currently in compliance with, various covenants set forth in the Series A note indenture, including
payment of principal and interest on the Series 21




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A notes, and limitations on additional
indebtedness, creation of liens, disposition of interests in Wheeling-Nisshin, Inc. or Ohio
Coatings Company, and payments of dividends and distributions. $20 million Series B notes On August 1, 2003, WPSC issued Series B secured notes in the aggregate principal amount of $20
million in settlement of claims under our bankruptcy proceedings. The Series B notes were issued
under an indenture among WPSC, WPC, WP Steel Venture Corporation and J. P. Morgan Trust Company,
National Association, the successor trustee to Bank One, N.A. The Series B notes mature on August
1, 2010 and have no fixed amortization, meaning that no payment of principal shall be required
until such notes become due. The Series B notes bear interest at a rate of 6% per annum to the
extent interest is paid in cash. In the event that WPSC is not in compliance with the terms of the
term loan agreement, the revolving credit facility or the Series A notes or WPSCs excess cash flow
(as defined in the Series B indenture) is insufficient to cover any or all interest payments then
due under the Series B notes, WPSC must pay both cash interest and payment-in-kind interest at
rates set forth in the Series B notes. We are subject to, and are currently in compliance with,
various covenants under the Series B note indenture, which are substantially similar to many of
those contained in the Series A note indenture. $10 million unsecured note On August 1, 2003, WPSC issued an unsecured note in the aggregate principal amount of $10 million
to WHX Corporation. In July 2004, the WHX note was sold by WHX to a third party. The unsecured note
bears interest at 6% per annum, matures in 2011 and has no fixed amortization, meaning that no
payment of principal shall be required until such note becomes due. If cash interest is not paid,
WPSC must pay payment-in-kind interest. Such note is subordinated in right of payment to our
credit agreements, the Series A notes and the Series B notes The following table summarizes the categories of collateral that we have pledged to secure our
current debt obligations and the ranking of our debt obligations with respect to all of the
security interests that we have granted to date: Collateral TypeTangible and Intangible Assets andJoint 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
 In the event that we are unable to satisfy our payment and other obligations under our secured
debt, the lenders under our secured debt obligations have various rights and remedies, including
the right to force the sale of our assets and to apply the proceeds thereof to repay amounts owed
by us. If such a foreclosure were to occur, then we may be unable to maintain our operations, and
our business, financial condition and results of operations could materially suffer and our
shareholders may lose all or part of their investment. OFF-BALANCE SHEET ARRANGEMENTS As of March 31, 2005, we had no off-balance sheet transactions, arrangements, or other
relationships with unconsolidated entities or persons that are reasonably likely to adversely
affect liquidity, availability of capital resources, financial position or results of operations.
We have investments in three joint ventures, Wheeling-Nisshin, Inc, Ohio Coatings Company and
Feralloy-Wheeling Specialty Processing Co., that are each accounted for under the equity method of
accounting. Pursuant to agreements with Wheeling-Nisshin, Inc. and Ohio Coatings 22




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Company, we
have an obligation to support their working capital requirements. However, we believe it is
unlikely that those joint ventures will require our working capital support in the foreseeable
future based upon the present financial condition, capital resource needs and/or operations of
these entities. CERTAIN OTHER OBLIGATIONS In August 2003, we reached agreements with various parties to defer payments of indebtedness and
reduce costs in order to preserve liquidity upon emergence from bankruptcy. These agreements
include:  
    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 Steel
Board. The balance of the amount owed to Danieli Corporation was
converted into a promissory note. In addition, WPSC agreed to pay
Danieli Corporation approximately $2.58 million (of which
approximately $764,000 has been paid as of March 31, 2005, and the
balance of which is to be paid in progress payments as work on the
automatic roll changers project is completed, which is expected in
2005) to complete the roll-changing project and for
rehabilitation, storage and other costs of Danieli Corporation.  
    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 is due in August 2005.  
    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 5.6% per annum. In addition, under our labor agreement with the USWA, an 8% wage increase will take effect in May
2005, with an additional 3% wage increase taking effect in September 2005. All of the obligations
referenced in this section, except for the increase in wage rates, are included in the table of
contractual commitments set forth below. CONTRACTUAL COMMITMENTS As of March 31, 2005, an estimate of our future contractual obligations, including the repayment of
debt obligations, is summarized as follows. 23




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Contractual Payments Due
(Dollars in millions) 2005
    
    
    2006 to
    
    
    2008 toTotal
    
    
    (from March 31st)
    
    
    2007
    
    
    2009
    
    
    ThereafterLong-term debt (1)
    
    $
    326.5
    
    
    $
    30.5
    
    
    $
    51.8
    
    
    $
    170.2
    
    
    $
    74.0Capital leases (2)
    
    
    7.8
    
    
    
    0.7
    
    
    
    1.7
    
    
    
    1.7
    
    
    
    3.7Long-term operating leases (3)
    
    
    21.2
    
    
    
    2.8
    
    
    
    5.0
    
    
    
    4.9
    
    
    
    8.5Other long term liabilities:Steelworker Pension Trust
    
    
    13.3
    (4)
    
    
    2.9
    
    
    
    7.8
    
    
    
    2.6
    
    
    
    OPEB
    
    
    21.8
    (5)
    
    
    2.7
    
    
    
    8.6
    
    
    
    10.5
    
    
    
    Severance
    
    
    12.0
    (6)
    
    
    6.2
    
    
    
    4.3
    
    
    
    1.4
    
    
    
    0.1Coal miner retiree medical
    
    
    4.6
    
    
    
    0.2
    
    
    
    0.5
    
    
    
    0.5
    
    
    
    3.4Workers compensation
    
    
    32.8
    (7)
    
    
    5.2
    
    
    
    13.8
    
    
    
    13.8
    
    
    
    Special bonus payment
    
    
    10.0
    (8)
    
    
    5.0
    
    
    
    5.0
    
    
    
    
    
    
    
    Purchase commitments:Oxygen supply
    
    
    69.6
    (9)
    
    
    5.4
    
    
    
    14.4
    
    
    
    14.4
    
    
    
    35.4Electricity
    
    
    66.0
    (10)
    
    
    3.6
    
    
    
    9.6
    
    
    
    9.6
    
    
    
    43.2Coal
    
    
    26.4
    (11)
    
    
    7.2
    
    
    
    19.2
    
    
    
    
    
    
    
    Capital commitments
    
    
    35.8
    (12)
    
    
    35.8
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    647.8
    
    
    $
    108.2
    
    
    $
    141.7
    
    
    $
    229.6
    
    
    $
    168.3
   1.
    
    Represents scheduled principal payments on existing indebtedness.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 extend 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 March 31, 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 $1.6 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 March 31, 2005, a maximum termination payment of $5.7 million would have been
required.12.
    
    Amounts reflect contractual commitments for capital expenditure as of March 31, 2005. 24




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Planned capital expenditures Our planned capital expenditures for the three-year period 2005 through 2007 total approximately
$266.5 million, and include, but are not limited to, the following capital expenditure projects:  
    $77.3 toward completion of a rebuild of the No. 8 coke battery, which is expected to extend the service life by 12 to
15 years, and is expected be completed in mid-2006 (see discussion below);  
    $3.0 million remaining to be spent on the EAF;  
    $14.5 million for installation of hot strip mill automatic roll changers at our Mingo Junction facility, expected to
occur in 2005; and  
    $10.8 million for cold mill improvements at our Allenport facility, expected to occur in 2005 and 2006. If we are successful in consummating a joint venture agreement with Severstal North America, Inc.
relative to our coke plant facility, approximately 85% of the funding required to rebuild the No. 8
coke battery will be provided by our joint venture partner. If the joint venture is not
consummated, we expect that proceeds from the sale of excess coke will partially offset the capital
needs to rebuild the No. 8 coke battery. In addition to the planned capital expenditure amounts identified above, we are also contemplating,
at our option, a complete rebuild of the Nos. 1, 2 and 3 coke batteries in 2008 and 2009, at an
estimated aggregate cost of approximately $47.0 million. Under our credit agreements, we are permitted to undertake the construction of the EAF, No. 8 coke
battery rebuild, hot strip mill automatic roll changer installation and cold mill improvements,
subject to pre-established spending limits provided in our restrictive covenants. These covenants
also limit the amounts that we can spend on any other capital expenditure projects undertaken in
2005, and 2006 to $44.0 million, and $37.1 million, respectively, subject to adjustment for
permitted carryover of a portion of any unexpended amounts in these and prior years. During the quarter ended
March 31, 2005, we spent approximately $10.1 million on capital
expenditures, all of which was offset with withdrawals from existing restricted cash balances. VEBA TRUST AND PROFIT SHARING PLANS Below are summaries of our contribution obligations to the VEBA trust and our two profit sharing
plans, one for our USWA-represented employees and the other for our salaried employees, excluding
our officers. Our future obligations, if any, to the VEBA trust and these plans are subject to and
based on the level of our profitability (as described below) for each completed quarter. In
addition, we have discretion, to the extent provided by the terms of the agreement establishing the
VEBA trust and the terms of the profit sharing plans, to satisfy some or all of our funding
obligations with shares of our common stock or cash. During the first quarter of 2005, we incurred an aggregate obligation to the VEBA trust of $2.6
million. Of this amount $.5 million will be settled with pre-funded amounts. We expect to settle
the remaining $2.1 million in common stock in the second quarter of 2005. No amounts were incurred
under our profit sharing plans during the first quarter of 2005. No obligation was incurred to the
VEBA trust or the profit sharing plans during the first quarter of 2004. VEBA Trust In connection with our plan of reorganization and our collective bargaining agreement with the
USWA, we established a plan to provide health care and life insurance benefits to certain retirees
and their dependents. The collective bargaining agreement also required us to create and make
contributions to a trust to fund the payment of these retiree benefits. The trust, referred to
herein as the VEBA trust, is designed to constitute a tax-exempt voluntary employee beneficiary
association under Section 501(c)(9) of the Internal Revenue Code. The agreement 25




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provides for contributions based on our profitability, payable within 45 days of the end of each
fiscal quarter, under the following formula (collectively, the Variable Contributions):  (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. Upon establishment of the plan, we contributed 4,000,000 share of common stock to the VEBA trust
(Initial Shares). Of these shares, 2,000,000 shares of common stock were designated as being
creditable against any future contributions due under (ii) of the Variable Contribution formula
described above to the extent that we elect to make the variable contribution in common stock of
WPC. The number of creditable shares of common stock was subsequently reduced from 2,000,000
shares to 1,600,000 shares as the result of the sale by the trust of an aggregate of 400,000 shares
in 2004. As of March 31, 2005, 1,414,546 shares of common stock remain creditable to reduce future
contributions of common stock due under (ii) of the Variable Contributions formula described above
and $4.3 million in pre-funded cash is available to reduce future contributions due under (i) and
(iii) of the Variable Contributions described above. The number of shares of WPC common stock
creditable against contributions due under (ii) of the Variable Contribution formula is determined
by dividing the amount of the contribution due by the average closing price of WPC common stock for
the 10 trading days immediately preceding the date the contribution is due. In the event that we do not contribute a total of 400,000 shares of common stock to the trust under
(ii) of the Variable Contribution formula described above by February 14, 2008, we are required to
contribute 400,000 shares of our common stock to the trust, minus any shares of our common stock
contributed prior to that date, no later than February 14, 2008. Operating cash flow, for purposes of determining Variable Contributions, is defined as our
earnings before interest and taxes, adjusted for certain amounts as set forth in the agreement with
the USWA (primarily unusual, extraordinary or non-recurring items). During the first quarter of 2005, variable contributions of $2.6 million were incurred. Of this
amount, $.5 million will be settled with pre-funded amounts. We expect to settle the remaining
$2.1 million in WPC common stock in the second quarter of 2005. Pursuant to a Stock Transfer Restriction and Voting Agreement, the trustee of the VEBA trust has
agreed to limit the number of shares of WPC common stock that it may sell during the four years
following the effective date of our plan of reorganization. During the first two years, the VEBA
trust is not permitted to sell any of the Initial Shares without our authorization unless it holds,
at the time of such sale, fewer than five percent of our outstanding shares of common stock. During
each of the following two years, the VEBA trust has agreed not to sell more than 50% of the
remaining Initial Shares within any consecutive 12-month period. These restrictions will not apply
to any additional shares that we may contribute to the VEBA trust in satisfaction of our Variable
Contribution obligation, if any. In connection with the stock transfer restrictions, the VEBA
trust has also agreed that it will abstain from voting 1.3 million shares of common stock, or such
lesser number of shares as it may hold from time to time, for the election of directors of WPC. 26




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##### Table of Contents



Profit sharing plans Pursuant to the collective bargaining agreement with the USWA, and in addition to our obligations
to make contributions to the VEBA trust based on our profitability as described under VEBA Trust
above, we have an obligation to make quarterly profit sharing payments to or for the benefit of our
active USWA employees in an amount equal to 15% of our profits for the quarter, if any, in excess
of $30 profit per ton of steel shipped to third parties. For this purpose, profits are defined as
earnings before interest and taxes, calculated on a consolidated basis, excluding effects of
certain amounts as set forth in the collective bargaining agreement. We have the discretion to
make future payments, if any, in cash or in WPC common stock. Under the terms of the plan, we must
satisfy any profit sharing obligation with respect to the first, second and third fiscal quarters
within 45 days after the end of the quarter, while any obligation with respect to the fourth fiscal
quarter must be satisfied within 15 days after the date of the opinion of our independent
registered public accounting firm with respect to our annual audited financial statements. All
payments in stock will be contributed to the participants 401(k) account, while payments in cash,
if any, will be made directly to plan participants. To the extent that contributions of stock under
this plan in any fiscal year, together with stock contributions to the VEBA trust under (iv) of the
Variable Contribution formula described under VEBA trust above, exceed 10% of our common stock,
on a fully diluted basis, we may satisfy our contribution obligation in the form of profit sharing
notes. All profit sharing payments that become due are considered 100% vested when made. No profit sharing obligations were incurred under this plan during the first quarter of 2005 and
2004. In addition, we have adopted a profit sharing plan for salaried employees under which we have an
obligation to make quarterly profit sharing payments to or for the benefit of our salaried
employees in an amount equal to 5.0% of our profits for the quarter, if any, in excess of $30
profit per ton of steel shipped to third parties. For this purpose, profits are defined as
earnings before interest and taxes, calculated on a consolidated basis, excluding effects of
certain amounts as set forth in the plan. The profit sharing pool will be divided among all
salaried employees, excluding officers. Under the terms of the plan, we must satisfy any profit
sharing obligations with respect to the first, second and third fiscal quarters within 45 days
after the end of the quarter, while any obligation with respect to the fourth quarter must be
satisfied within 15 days after the date of the opinion of our independent registered public
accounting firm with respect to our annual audited financial statements. All payments in stock will
be contributed to the company stock fund (as defined in our salaried 401(k) savings plan) under our
salaried 401(k) savings plan, which restricts participants from making dispositions of our common
stock out of the fund for a period of 24 months following any contribution other than distributions
following termination of employment, or the death or disability of the participant. All profit
sharing payments that become due are considered 100% vested when made. No profit sharing obligations were incurred under this plan during the first quarter of 2005 and
2004. CRITICAL ACCOUNTING POLICIES AND ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted
in the United States requires management to make judgments, estimates and assumptions that affect
reported amounts of assets and liabilities at the balance sheet date and the reported revenues and
expenses for the period. Our judgments and estimates are based on both historical experience and
our expectations for the future. As a result, actual results may differ materially from current
expectations. We believe that the following are the more significant judgments and estimates used in the
preparation
of the financial statements. Other Postemployment Benefits (OPEB) The traditional medical and life insurance benefits that were provided to past retirees were
terminated effective October 1, 2003. Pursuant to our labor agreement, which we entered into in
connection with our plan of reorganization, past retirees will receive medical and life insurance
benefits under a VEBA trust. Future retirees under the labor agreement will be covered by a
medical and life insurance program similar to that of active 27




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employees. All retirees and their
surviving spouses shall be required to make monthly contributions for medical and prescription drug
coverage, which, in the case of those covered under the VEBA trust, are made directly to the trust.

Because these benefits provided by us will be paid in the future over what could be many years, we
estimate the accrued liability at each year-end balance sheet date using actuarial methods. The
two most significant assumptions used in determining the liability are the projected medical cost
trend rate and the discount rate. We estimate the escalation trend in medical costs based on historical rate experience in our plans
and through consultation with health care specialists. We have assumed an initial escalation rate
of 11.0% in 2005. This rate is assumed to decrease gradually to an ultimate rate of 5.0% in 2009
and remain at that level for all future years. The health care cost trend rate assumption has a
significant effect on the costs and obligation reported. A 1% increase in the health care cost
trend rate would result in an increase in the accumulated postretirement benefit obligation of
approximately $4.3 million. A 1% decrease in the health care cost trend rate would result in a
decrease in the accumulated postretirement benefit obligation of approximately $2.1 million. A 1%
increase in the health care cost trend rate would result in an increase in post-retirement benefit
expenses of approximately $0.4 million annually. A 1% decrease in the health care cost trend rate
would result in a decrease in post-retirement benefit expenses of approximately $0.2 million
annually. The discount rate applied to our OPEB obligations is based on high quality bond rates and the
expected payout period of our OPEB obligations. The discount rate used to measure our OPEB
obligation at December 31, 2004 was 5.75%. Management believes this rate to be appropriate based
on the demographics of the employee group covered under the plan, which does not include hourly
employees who retired prior to October 1, 2003. A 1% increase in the discount rate would result in
a decrease in the accumulated postretirement benefit obligation of approximately $4.8 million. A
1% decrease in the discount rate would result in an increase in the accumulated postretirement
benefit obligation of approximately $5.0 million. A 1% increase in the discount rate would result
in a decrease in post-retirement benefit expenses of approximately $380 thousand. A 1% decrease in
the discount rate would result in an increase in post-retirement benefit expenses of approximately
$370 thousand. Asset impairments We periodically evaluate property, plant and equipment for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. Asset impairments are
recognized when the carrying value of productive assets exceeds the net projected undiscounted cash
flows from those assets. Given our integrated operations, asset impairment evaluations are
generally done on a group basis. Undiscounted cash flows are based on longer-term projections that
consider projected market conditions and the performance and ultimate use of the assets. If future
demand and market conditions are less favorable than those projected by management, or if the
probability of disposition of the assets differs from that previously estimated by management,
asset impairments may be required. The fair values as of August 1, 2003 used for fresh start
reporting and the subsequent depreciation rates reflected our intention to idle one of our blast
furnaces. Deferred taxes Full realization of net deferred tax assets is dependent on our ability to generate future taxable
income and maintain substantially our existing ownership. An ownership change, as defined in
Section 382 of the Internal Revenue Code of 1986, could completely eliminate our net operating loss
carryovers. We record a valuation allowance to reduce deferred tax assets to an amount that is
more likely than not to be realized. During 2000, our company recorded a full valuation allowance
against our net deferred tax assets due to the uncertainties surrounding realization as a result of
the bankruptcy proceedings. Deferred tax assets that have arisen since that time, which
principally consist of net operating losses, have also been fully reserved. However, as our
operations continue, we will be required to periodically reevaluate the tax treatment of these
deferred tax assets in light of actual operating results. Environmental and legal contingencies We provide for remediation costs, environmental penalties and legal contingencies when the
liability is probable and the amount of the associated costs is reasonably determinable. We
regularly monitor the progress of environmental remediation and legal contingencies, and revise the
amounts recorded in the period in which changes in estimate occur. 28




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RECENT ACCOUNTING STANDARDS The Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 47 (FIN 47),
Accounting for Conditional Asset Retirement Obligations, in March 2005. FIN 47 clarifies the
term conditional asset retirement obligation as used in SFAS No. 143, Accounting for Asset
Retirement Obligations. FIN 47 is effective for fiscal years ending after December 31, 2005. The
Company does not expect this interpretation to have a material impact on its financial statements. The FASB issued SFAS No. 151, Inventory Costs, an amendment of ARB No. 43, Chapter 4, in December
2004. SFAS No. 151 requires that abnormal amounts of idle facility expense, freight, handling
costs and wasted materials be recognized as current-period costs and not as inventoriable costs.
SFAS No. 151 is effective for fiscal years beginning after June 15, 2005. The Company is currently
reviewing the statement and does not expect the statement to have a material impact on its
financial statements. The FASB issued SFAS No. 153, Exchanges of Non-monetary Assets, an amendment of APB Opinion No.
29, in December 2004. SFAS No. 153 eliminates the exception to fair value treatment with respect
to certain exchanges of non-monetary assets and provides an exception to fair value treatment with
respect to exchanges of non-monetary assets that have no commercial substance. SFAS No. 153 is
effective for non-monetary asset exchanges occurring in fiscal periods beginning after June 15,
2005. The Company is currently reviewing the statement and does not expect the statement to have a
material impact on its financial statements. 
 Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Our quantitative and qualitative disclosures about market risk include forward-looking statements
with respect to managements opinion about the risk associated with our financial instruments.
These statements are based on certain assumptions with respect to market prices, interest rates and
other industry-specific risk factors. To the extent these assumptions prove to be inaccurate,
future outcomes may differ materially from those discussed herein. Commodity price risk and related risks We are exposed to market risk or price fluctuation related to the sale of steel products.
Approximately 30% of our sales are made as contract business (agreements in excess of three
months), with approximately 70% of sales being made at spot prices. We do not use derivative
instruments to hedge market risk relative to changing steel prices. Prices for raw materials, natural gas and electricity are subject to frequent market fluctuations.
Our companys market risk strategy generally has been to obtain competitive prices for our products
and services and to allow operating results to reflect market price movements dictated by supply
and demand. We periodically enter into contracts for the advance purchase of natural gas in an
effort to hedge against market fluctuations. Due to mark to market provisions in these
contracts, as our market exposure decreases, we can be required to make advance payments that
ultimately are recovered upon delivery of the commodity, but which can temporarily reduce our
liquidity until that time. We do not use derivative instruments to hedge market risk relative to
changing prices for raw materials. Interest rate risk The fair value of cash and cash equivalents, receivables and accounts payable approximate their
carrying values and are relatively insensitive to changes in interest rates due to their short-term
maturity. At March 31, 2005, we had approximately 60% of the aggregate principal amount of debt outstanding
under fixed-rate instruments with the balance outstanding under variable-rate instruments. Since
our portfolio of debt is comprised of more than 50% fixed-rate instruments, the fair value of the
debt is moderately sensitive to the effects of interest rate fluctuations. Additionally, our
interest expense is somewhat sensitive to changes in the general level of interest rates. A 100
basis point increase in the average rate for the variable-rate debt would increase our annual
interest expense by approximately $1.6 million. 29




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##### Table of Contents



Credit risk Counter parties expose our company to credit risk in the event of non-performance. We continually
review the creditworthiness of our counter-parties. Foreign currency exchange risk Our company has limited exposure to foreign currency exchange risk as almost all of our
transactions are denominated in U.S. dollars. 
 Item 4. CONTROLS AND PROCEDURES We carried out an evaluation, under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of our disclosure controls and procedures as of March 31, 2005 pursuant to
Exchange Act Rule 13a-15. Based upon that evaluation, our Chief Executive Officer and Chief
Financial Officer has concluded that our disclosure controls and procedures were effective to
ensure that material information relating to us (including our subsidiaries) required to be
included in our reports we file with the Securities and Exchange Commission is processed,
summarized and reported within the time periods specified in the Securities and Exchange Commission
rules and forms. As of March 31, 2005, there have been no changes in internal control over financial reporting that
occurred during the quarter ended March 31, 2005 that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting. 
 PART II  OTHER INFORMATION 
 Item 1. LEGAL PROCEEDINGS Environmental Proceedings On March 10, 2005 the Company entered into a consent order with the West Virginia Department of
Environmental Protection relative to air emissions at its coke producing facility in Follansbee,
West Virginia. Under the consent order, the Company has agreed to a fine in the amount of $200
thousand, and is obligated to take certain actions to correct and control air emissions at this
facility. The Company does not expect the actions to be taken under the consent order to have a
material effect on the operations, financial condition or cash flows of the Company. 
 Item 6. EXHIBITS (a) Exhibits Exhibit No.
    
    Description3.1(a)
    
    Second Amended and Restated Certificate of Incorporation (incorporated by reference to
Exhibit 3.1(a) to the Companys Annual Report on Form 10-K (File No. 000-50300) for the
year ended December 31, 2004 (2004 Form 10-K), filed with the SEC on March 14, 2005.3.1(b)
    
    Certificate of Designation of Series A Junior Participating Preferred Stock of
Wheeling-Pittsburgh Corporation (incorporated by reference to Exhibit 3.1(b) to the
Companys 2004 Form 10-K).10.7
    
    Amended and Restated Retention Agreement, effective as of February 16, 2005, between
James G. Bradley and Wheeling-Pittsburgh Steel Corporation (incorporated by reference to
Exhibit 10.13(a) of the Companys 2004 Form 10-K).10.2
    
    Amended and Restated Retention Agreement, effective as of February 16, 2005, between
Paul J. Mooney and Wheeling-Pittsburgh Steel Corporation (incorporated by reference to
Exhibit 10.13(b) of the Companys 2004 Form 10-K).
 30




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##### Table of Contents



Exhibit No.
    
    Description10.3
    
    Amended and Restated Retention Agreement, effective as of February 16, 2005, between
Daniel C. Keaton and Wheeling-Pittsburgh Steel Corporation (incorporated by reference to
Exhibit 10.13(c) of the Companys 2004 Form 10-K).10.7
    
    Amended and Restated Retention Agreement, effective as of February 16, 2005, between
Donald E. Keaton and Wheeling-Pittsburgh Steel Corporation (incorporated by reference to
Exhibit 10.13(d) of the Companys 2004 Form 10-K).10.5
    
    Amended and Restated Retention Agreement, effective as of February 16, 2005, between
Harry L. Page and Wheeling-Pittsburgh Steel Corporation (incorporated by reference to
Exhibit 10.13(e) of the Companys 2004 Form 10-K).10.6
    
    Amended and Restated Retention Agreement, effective as of February 16, 2005, between
John W. Testa and Wheeling-Pittsburgh Steel Corporation (incorporated by reference to
Exhibit 10.13(f) of the Companys 2004 Form 10-K).10.7
    
    Amended and Restated Retention Agreement, effective as of February 16, 2005, between
Steven W. Sorvold and Wheeling-Pittsburgh Steel Corporation (incorporated by reference to
Exhibit 10.13(g) of the Companys 2004 Form 10-K).10.8
    
    Agreement, effective as of February 16, 2005, between James E. Muldoon and
Wheeling-Pittsburgh Steel Corporation (incorporated by reference to Exhibit 10.13(h) of
the Companys 2004 Form 10-K).31.1
    
    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)
 31




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SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized. WHEELING-PITTSBURGH CORPORATION/s/ Paul J. MooneyPaul J. MooneyChief Financial Officer
     (Authorized Officer, Principal Financial Officer
     and Principal Accounting Officer) Dated: May 10, 2005 32