##### Table of Contents

---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



---

FORM 10-Q/A



---



|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended June 30, 2007

OR



| ̈ | 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

(Exact name of registrant as specified in its charter)



---



|                         |  |                                     
|------------------------ |  | ------------------------------------
|DELAWARE                 |  | 55-0309927                          
|(State of Incorporation) |  | (I.R.S. Employer Identification No.)



|                                         |  |           
|---------------------------------------- |  | ----------
|1134 Market Street, Wheeling, WV         |  | 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  x    No ̈

Indicate by check mark if the registrant is a large accelerated filer, an accelerated
filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ̈Accelerated filer  x    Non-accelerated filer ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes ̈No  x

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  x    No ̈

The registrant had 15,351,164 shares of its common stock, par value $0.01 per share, issued and outstanding as of July 31, 2007.



---



---

##### Table of Contents

TABLE OF CONTENTS



|                             |  |                                                                                  |  |     
|---------------------------- |  | -------------------------------------------------------------------------------- |  | ----
|                             |  |                                                                                  |  | Page
|EXPLANATORY NOTE             |  | 1                                                                               
|                             | 
|PART IFINANCIAL INFORMATION |  |                                                                                 
|                             |  |                                                                                 
|Item 1.                      |  | Financial Statements:                                                            |  |     
|                             |  | Condensed Consolidated Statements of Operations (Unaudited)                      |  | 2   
|                             |  | Condensed Consolidated Balance Sheets (Unaudited)                                |  | 3   
|                             |  | Condensed Consolidated Statements of Cash Flows (Unaudited)                      |  | 4   
|                             |  | Condensed Consolidated Statements of Changes in Stockholders Equity (Unaudited) |  | 5   
|                             |  | Notes to Condensed Consolidated Financial Statements (Unaudited)                 |  | 6   
|                             | 
|PART IIOTHER INFORMATION    |  |                                                                                 
|                             |  |                                                                                 
|Item 6.                      |  | Exhibits                                                                         |  | 23  
|                             | 
|SIGNATURES                   |  | 24                                                                              



---

##### Table of Contents

EXPLANTORY NOTE

Footnote 17 to the Notes to Condensed Consolidated Financial Statement (Unaudited) has been amended to clearly
indicate that Wheeling-Pittsburgh Corporation believes that it is neither probable nor reasonably possible that a liability has been incurred as of June 30, 2007 relative to the litigation referred to in the first paragraph of Footnote 17.

The certification of Paul J. Mooney, Chief Financial Officer, pursuant to Sections 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a)/15d-14(a)
Certification) attached to the original filing of Form 10-Q for the quarterly period ended June 30, 2007 as Exhibit 31.2 inadvertently referred to the annual report on Form 10-K as opposed to the quarterly report on Form 10-Q. Exhibit 31.2 has
been amended to properly refer to the quarterly report on Form 10-Q.



1



---

##### Table of Contents

PART IFINANCIAL INFORMATION



|Item 1. | Financial Statements
|------- | --------------------

Condensed Consolidated Statements of Operations (Unaudited)

---

(Dollars in
thousands, except per share amounts)



|                                                                                                |  |                        |         |   |                          |   |         |      |  |   |          |   |  |   |         |  
|----------------------------------------------------------------------------------------------- |  | ---------------------- | ------- | - | ------------------------ | - | ------- | ---- |  | - | -------- | - |  | - | ------- | -
|                                                                                                |  | Quarter Ended June 30, |         |   | Six Months EndedJune 30, |  
|                                                                                                |  | 2007                   |         |   | 2006                     |   |         | 2007 |  |   | 2006     |  
|Revenues:                                                                                       |  |                        |         |   |                          |   |         |      |  |   |          |   |  |   |         |  
|Net sales, including sales to affiliates of $62,346, $88,390, $121,831 and $183,246             |  | $                      | 466,977 |   |                          | $ | 493,925 |      |  | $ | 864,698  |   |  | $ | 930,903 |  
|                                                                                                |  |                        |         |   |                          |   |         |      |  |   |          |   |  |   |         |  
|Cost and expenses:                                                                              |  |                        |         |   |                          |   |         |      |  |   |          |   |  |   |         |  
|Cost of sales, including cost of sales to affiliates of $66,236, $83,703, $130,636 and $176,385 |  |                        | 474,284 |   |                          |   | 445,384 |      |  |   | 890,556  |   |  |   | 853,502 |  
|Depreciation and amortization expense                                                           |  |                        | 9,260   |   |                          |   | 8,830   |      |  |   | 18,816   |   |  |   | 17,137  |  
|Selling, general and administrative expense                                                     |  |                        | 18,867  |   |                          |   | 20,425  |      |  |   | 43,651   |   |  |   | 41,075  |  
|                                                                                                |  |                        |         |   |                          |   |         |      |  |   |          |   |  |   |         |  
|Total cost and expenses                                                                         |  |                        | 502,411 |   |                          |   | 474,639 |      |  |   | 953,023  |   |  |   | 911,714 |  
|                                                                                                |  |                        |         |   |                          |   |         |      |  |   |          |   |  |   |         |  
|Operating (loss) income                                                                         |  |                        | (35,434 | ) |                          |   | 19,286  |      |  |   | (88,325  | ) |  |   | 19,189  |  
|Interest expense and other financing costs                                                      |  |                        | (10,160 | ) |                          |   | (7,024  | )    |  |   | (19,692  | ) |  |   | (13,175 | )
|Other income                                                                                    |  |                        | 4,005   |   |                          |   | 3,838   |      |  |   | 6,532    |   |  |   | 6,654   |  
|                                                                                                |  |                        |         |   |                          |   |         |      |  |   |          |   |  |   |         |  
|(Loss) income before income taxes and minority interest                                         |  |                        | (41,589 | ) |                          |   | 16,100  |      |  |   | (101,485 | ) |  |   | 12,668  |  
|Income tax provision                                                                            |  |                        |        |   |                          |   | 5,233   |      |  |   |         |   |  |   | 5,233   |  
|                                                                                                |  |                        |         |   |                          |   |         |      |  |   |          |   |  |   |         |  
|(Loss) income before minority interest                                                          |  |                        | (41,589 | ) |                          |   | 10,867  |      |  |   | (101,485 | ) |  |   | 7,435   |  
|Minority interest                                                                               |  |                        |        |   |                          |   | (1,538  | )    |  |   |         |   |  |   | (216    | )
|                                                                                                |  |                        |         |   |                          |   |         |      |  |   |          |   |  |   |         |  
|Net (loss) income                                                                               |  | $                      | (41,589 | ) |                          | $ | 9,329   |      |  | $ | (101,485 | ) |  | $ | 7,219   |  
|                                                                                                |  |                        |         |   |                          |   |         |      |  |   |          |   |  |   |         |  
|(Loss) earnings per share:                                                                      |  |                        |         |   |                          |   |         |      |  |   |          |   |  |   |         |  
|Basic                                                                                           |  | $                      | (2.71   | ) |                          | $ | 0.64    |      |  | $ | (6.63    | ) |  | $ | 0.50    |  
|Diluted                                                                                         |  | $                      | (2.71   | ) |                          | $ | 0.63    |      |  | $ | (6.63    | ) |  | $ | 0.49    |  
|                                                                                                |  |                        |         |  
|Weighted average shares (in thousands):                                                         |  |                        |         |   |                          |   |         |      |  |   |          |   |  |   |         |  
|Basic                                                                                           |  |                        | 15,333  |   |                          |   | 14,530  |      |  |   | 15,310   |   |  |   | 14,523  |  
|Diluted                                                                                         |  |                        | 15,333  |   |                          |   | 14,829  |      |  |   | 15,310   |   |  |   | 14,734  |  

Note:

The
condensed consolidated statements of operations for the quarter and six months ended June 30, 2007, the condensed consolidated statement of cash flows for the six months ended June 30, 2007 and the condensed consolidated balance sheet at
June 30, 2007 do not include Mountain State Carbon, LLC (see Note 1).

The accompanying notes are an integral part of the consolidated
financial statements.



2



---

##### Table of Contents

WHEELING-PITTSBURGH CORPORATION AND SUBSIDIARIES

Condensed Consolidated Balance Sheets (Unaudited)

---

(Dollars in thousands)



|                                                                                                                                          |  |              |           |   |                  |   |           |  
|----------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | --------- | - | ---------------- | - | --------- | -
|                                                                                                                                          |  | June 30,2007 |           |   | December 31,2006 |  
|Assets                                                                                                                                    |  |              |           |   |                  |   |           |  
|Current assets:                                                                                                                           |  |              |           |   |                  |   |           |  
|Cash and cash equivalents                                                                                                                 |  | $            | 8,098     |   |                  | $ | 21,842    |  
|Accounts receivables, less allowance for doubtful accounts of $3,104 and $2,882                                                           |  |              | 217,861   |   |                  |   | 138,513   |  
|Inventories                                                                                                                               |  |              | 225,394   |   |                  |   | 212,221   |  
|Prepaid expenses and other current assets                                                                                                 |  |              | 22,581    |   |                  |   | 27,911    |  
|                                                                                                                                          |  |              |           |   |                  |   |           |  
|Total current assets                                                                                                                      |  |              | 473,934   |   |                  |   | 400,487   |  
|Investment in and advances to affiliated companies                                                                                        |  |              | 130,676   |   |                  |   | 53,585    |  
|Property, plant and equipment, less accumulated depreciation of $118,008 and $114,813                                                     |  |              | 447,759   |   |                  |   | 626,210   |  
|Deferred income tax benefits                                                                                                              |  |              | 25,224    |   |                  |   | 30,537    |  
|Restricted cash                                                                                                                           |  |              |          |   |                  |   | 2,163     |  
|Other intangible assets, less accumulated amortization of $2,155 and $2,136                                                               |  |              | 236       |   |                  |   | 255       |  
|Other assets                                                                                                                              |  |              | 7,613     |   |                  |   | 9,308     |  
|                                                                                                                                          |  |              |           |   |                  |   |           |  
|Total assets                                                                                                                              |  | $            | 1,085,442 |   |                  | $ | 1,122,545 |  
|                                                                                                                                          |  |              |           |   |                  |   |           |  
|Liabilities                                                                                                                               |  |              |           |   |                  |   |           |  
|Current liabilities:                                                                                                                      |  |              |           |   |                  |   |           |  
|Accounts payable, including book overdrafts of $9,836 and $13,842                                                                         |  | $            | 199,572   |   |                  | $ | 99,536    |  
|Short-term debt                                                                                                                           |  |              | 150,700   |   |                  |   | 110,000   |  
|Payroll and employee benefits payable                                                                                                     |  |              | 40,061    |   |                  |   | 34,766    |  
|Accrued income and other taxes                                                                                                            |  |              | 9,039     |   |                  |   | 10,333    |  
|Deferred income taxes payable                                                                                                             |  |              | 25,224    |   |                  |   | 30,537    |  
|Accrued interest and other current liabilities                                                                                            |  |              | 26,031    |   |                  |   | 10,257    |  
|Convertible debt, net of discount of $7,624 (see Note 15)                                                                                 |  |              | 65,376    |   |                  |   |          |  
|Long-term debt due in one year (see Note 15)                                                                                              |  |              | 226,196   |   |                  |   | 32,119    |  
|                                                                                                                                          |  |              |           |   |                  |   |           |  
|Total current liabilities                                                                                                                 |  |              | 742,199   |   |                  |   | 327,548   |  
|Long-term debt                                                                                                                            |  |              | 13,356    |   |                  |   | 254,961   |  
|Employee benefits                                                                                                                         |  |              | 123,400   |   |                  |   | 121,953   |  
|Other liabilities                                                                                                                         |  |              | 12,523    |   |                  |   | 25,600    |  
|                                                                                                                                          |  |              |           |   |                  |   |           |  
|Total liabilities                                                                                                                         |  |              | 891,478   |   |                  |   | 730,062   |  
|                                                                                                                                          |  |              |           |   |                  |   |           |  
|Minority interest in consolidated subsidiary                                                                                              |  |              |          |   |                  |   | 106,290   |  
|                                                                                                                                          |  |              |           |   |                  |   |           |  
|Stockholders equity                                                                                                                      |  |              |           |   |                  |   |           |  
|Preferred stock$.001 par value; 20,000,000 shares authorized; no shares issued or outstanding                                            |  |              |          |   |                  |   |          |  
|Common stock$.01 par value; 80,000,000 shares authorized; 15,342,149 and 15,274,796 issued; 15,335,483 and 15,268,130 shares outstanding |  |              | 153       |   |                  |   | 153       |  
|Additional paid-in capital                                                                                                                |  |              | 301,025   |   |                  |   | 289,903   |  
|Accumulated deficit                                                                                                                       |  |              | (105,644  | ) |                  |   | (4,159    | )
|Treasury stock, 6,666 shares, at cost                                                                                                     |  |              | (100      | ) |                  |   | (100      | )
|Accumulated other comprehensive (loss) income                                                                                             |  |              | (1,470    | ) |                  |   | 396       |  
|                                                                                                                                          |  |              |           |   |                  |   |           |  
|Total stockholders equity                                                                                                                |  |              | 193,964   |   |                  |   | 286,193   |  
|                                                                                                                                          |  |              |           |   |                  |   |           |  
|Total liabilities and stockholders equity                                                                                                |  | $            | 1,085,442 |   |                  | $ | 1,122,545 |  
|                                                                                                                                          |  |              |           |   |                  |   |           |  

The accompanying notes are an integral part of the consolidated financial statements.



3



---

##### Table of Contents

WHEELING-PITTSBURGH CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows (Unaudited)

---

(Dollars in thousands)



|                                                                                 |  |                          |          |   |      |   |         |  
|-------------------------------------------------------------------------------- |  | ------------------------ | -------- | - | ---- | - | ------- | -
|                                                                                 |  | Six Months EndedJune 30, |         
|                                                                                 |  | 2007                     |          |   | 2006 |  
|Cash flows from operating activities:                                            |  |                          |          |   |      |   |         |  
|Net (loss) income                                                                |  | $                        | (101,485 | ) |      | $ | 7,219   |  
|Adjustments to reconcile net (loss) income to cash used in operating activities: |  |                          |          |   |      |   |         |  
|Depreciation and amortization expense                                            |  |                          | 18,816   |   |      |   | 17,137  |  
|VEBA, profit sharing and other stock transactions                                |  |                          | 420      |   |      |   | 4,861   |  
|Other postretirement benefits                                                    |  |                          | (814     | ) |      |   | (897    | )
|Deferred compensation and stock options                                          |  |                          | 1,217    |   |      |   | 1,842   |  
|Amortization of debt discount                                                    |  |                          | 1,443    |   |      |   |        |  
|Dividends, net of equity income of affiliated companies                          |  |                          | 1,365    |   |      |   | 5,216   |  
|Interest paid in-kind                                                            |  |                          | 964      |   |      |   | 940     |  
|Loss on disposition of assets                                                    |  |                          | 410      |   |      |   | 30      |  
|Deferred income taxes                                                            |  |                          |         |   |      |   | 1,168   |  
|Minority interest                                                                |  |                          |         |   |      |   | 216     |  
|Other                                                                            |  |                          | 21       |   |      |   | 28      |  
|Changes in current assets and current liabilities:                               |  |                          |          |   |      |   |         |  
|Accounts receivable                                                              |  |                          | (83,586  | ) |      |   | (62,242 | )
|Inventories                                                                      |  |                          | (22,810  | ) |      |   | (21,272 | )
|Other current assets                                                             |  |                          | 3,167    |   |      |   | 4,801   |  
|Accounts payable                                                                 |  |                          | 122,413  |   |      |   | (14,348 | )
|Other current liabilities                                                        |  |                          | 21,394   |   |      |   | 3,877   |  
|Other assets and liabilities, net                                                |  |                          | 2,144    |   |      |   | 6,987   |  
|                                                                                 |  |                          |          |   |      |   |         |  
|Net cash used in operating activities                                            |  |                          | (34,921  | ) |      |   | (44,437 | )
|                                                                                 |  |                          |          |   |      |   |         |  
|Cash flows from investing activities:                                            |  |                          |          |   |      |   |         |  
|Payments from affiliates                                                         |  |                          | 1,050    |   |      |   | 1,350   |  
|Investment in affiliates                                                         |  |                          | (18,562  | ) |      |   | (462    | )
|Cash transfer to deconsolidated affiliate (see Note 16)                          |  |                          | (11,159  | ) |      |   |        |  
|Capital expenditures                                                             |  |                          | (13,393  | ) |      |   | (58,245 | )
|Change in restricted cash used to fund capital expenditures                      |  |                          |         |   |      |   | (10,686 | )
|Proceeds from sale of assets                                                     |  |                          | 390      |   |      |   |        |  
|                                                                                 |  |                          |          |   |      |   |         |  
|Net cash used in investing activities                                            |  |                          | (41,674  | ) |      |   | (68,043 | )
|                                                                                 |  |                          |          |   |      |   |         |  
|Cash flows from financing activities:                                            |  |                          |          |   |      |   |         |  
|Book overdraft                                                                   |  |                          | (2,754   | ) |      |   | (8,287  | )
|Net change in short-term debt                                                    |  |                          | 40,700   |   |      |   | 84,200  |  
|Borrowing of long-term debt                                                      |  |                          | 73,000   |   |      |   |        |  
|Repayment of long-term debt                                                      |  |                          | (48,513  | ) |      |   | (20,172 | )
|Minority interest investment in subsidiary                                       |  |                          |         |   |      |   | 60,000  |  
|Stock options exercised                                                          |  |                          | 418      |   |      |   |        |  
|                                                                                 |  |                          |          |   |      |   |         |  
|Net cash provided by financing activities                                        |  |                          | 62,851   |   |      |   | 115,741 |  
|                                                                                 |  |                          |          |   |      |   |         |  
|(Decrease) increase in cash and cash equivalents                                 |  |                          | (13,744  | ) |      |   | 3,261   |  
|Cash and cash equivalents, beginning of period                                   |  |                          | 21,842   |   |      |   | 8,863   |  
|                                                                                 |  |                          |          |   |      |   |         |  
|Cash and cash equivalents, end of period                                         |  | $                        | 8,098    |   |      | $ | 12,124  |  
|                                                                                 |  |                          |          |   |      |   |         |  

The accompanying notes are an integral part of the consolidated financial statements.



4



---

##### Table of Contents

WHEELING-PITTSBURGH CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Changes in Stockholders Equity
(Unaudited)

---

(Dollars in thousands)



|                                                                        |  |                            |          |   |             |   |                          |  |                    |         |  |               |          |   |                                            |   |            |             |  |   |        |   |  |   |            |  
|----------------------------------------------------------------------- |  | -------------------------- | -------- | - | ----------- | - | ------------------------ |  | ------------------ | ------- |  | ------------- | -------- | - | ------------------------------------------ | - | ---------- | ----------- |  | - | ------ | - |  | - | ---------- | -
|                                                                        |  | ComprehensiveIncome (Loss) |          |   | CommonStock |   | AdditionalPaid-inCapital |  | AccumulatedDeficit |         |  | TreasuryStock |          |   | AccumulatedOtherComprehensiveIncome (Loss) |   |            | Total       | 
|Balance, December 31, 2005                                              |  |                            |          |   |             | $ | 147                      |  | $                  | 276,097 |  | $             | (10,640  | ) |                                            | $ | (100       | )           |  | $ |       |   |  | $ | 265,504    |  
|Net income                                                              |  | $                          | 6,481    |   |             |   |                         |  |                    |        |  |               | 6,481    |   |                                            |   |            |             |  |   |       |   |  |   | 6,481      |  
|                                                                        |  |                            |          |   |             |   |                          |  |                    |         |  |               |          |   |                                            |   |            |             |  |   |        |   |  |   |            |  
|Stock issued:                                                           |  |                            |          |   |             |   |                          |  |                    |         |  |               |          |   |                                            |   |            |             |  |   |        |   |  |   |            |  
|Employee benefit plans                                                  |  |                            |          |   |             |   | 6                        |  |                    | 10,986  |  |               |         |   |                                            |   |           |             |  |   |       |   |  |   | 10,992     |  
|Stock options exercised                                                 |  |                            |          |   |             |   |                         |  |                    | 262     |  |               |         |   |                                            |   |           |             |  |   |       |   |  |   | 262        |  
|Stock-based compensation                                                |  |                            |          |   |             |   |                         |  |                    | 2,232   |  |               |         |   |                                            |   |           |             |  |   |       |   |  |   | 2,232      |  
|Stock option grants                                                     |  |                            |          |   |             |   |                         |  |                    | 326     |  |               |         |   |                                            |   |           |             |  |   |       |   |  |   | 326        |  
|Adjustment to initially apply FASB Statement No. 158 without tax effect |  |                            |          |   |             |   |                         |  |                    |        |  |               |         |   |                                            |   |           |             |  |   | 396    |   |  |   | 396        |  
|                                                                        |  |                            |          |   |             |   |                          |  |                    |         |  |               |          |   |                                            |   |            |             |  |   |        |   |  |   |            |  
|Balance, December 31, 2006                                              |  |                            |          |   |             |   | 153                      |  |                    | 289,903 |  |               | (4,159   | ) |                                            |   | (100       | )           |  |   | 396    |   |  |   | 286,193    |  
|Comprehensive loss:                                                     |  |                            |          |   |             |   |                          |  |                    |         |  |               |          |   |                                            |   |            |             |  |   |        |   |  |   |            |  
|Net loss                                                                |  | $                          | (101,485 | ) |             |   |                         |  |                    |        |  |               | (101,485 | ) |                                            |   |           |             |  |   |       |   |  |   | (101,485   | )
|Amortization of:                                                        |  |                            |          |   |             |   |                          |  |                    |         |  |               |          |   |                                            |   |            |             |  |   |        |   |  |   |            |  
|Actuarial loss                                                          |  |                            | 473      |   |             |   |                         |  |                    |        |  |               |         |   |                                            |   |           |             |  |   | 473    |   |  |   | 473        |  
|Prior service cost (benefit)                                            |  |                            | (2,339   | ) |             |   |                         |  |                    |        |  |               |         |   |                                            |   |           |             |  |   | (2,339 | ) |  |   | (2,339     | )
|                                                                        |  |                            |          |   |             |   |                          |  |                    |         |  |               |          |   |                                            |   |            |             |  |   |        |   |  |   |            |  
|Comprehensive loss                                                      |  | $                          | (103,351 | ) |             |   |                          |  |                    |         |  |               |          |   |                                            |   |            |             |  |   |        |   |  |   |            |  
|                                                                        |  |                            |          |   |             |   |                          |  |                    |         |  |               |          |   |                                            |   |            |             |  |   |        |   |  |   |            |  
|Stock issued:                                                           |  |                            |          |   |             |   |                          |  |                    |         |  |               |          |   |                                            |   |            |             |  |   |        |   |  |   |            |  
|Employee benefit plans                                                  |  |                            |          |   |             |   |                         |  |                    | 420     |  |               |         |   |                                            |   |           |             |  |   |       |   |  |   | 420        |  
|Stock options exercised                                                 |  |                            |          |   |             |   |                         |  |                    | 418     |  |               |         |   |                                            |   |           |             |  |   |       |   |  |   | 418        |  
|Stock-based compensation                                                |  |                            |          |   |             |   |                         |  |                    | 1,069   |  |               |         |   |                                            |   |           |             |  |   |       |   |  |   | 1,069      |  
|Stock option grants                                                     |  |                            |          |   |             |   |                         |  |                    | 148     |  |               |         |   |                                            |   |           |             |  |   |       |   |  |   | 148        |  
|Convertible debt - beneficial conversion feature                        |  |                            |          |   |             |   |                         |  |                    | 9,067   |  |               |         |   |                                            |   |           |             |  |   |       |   |  |   | 9,067      |  
|                                                                        |  |                            |          |   |             |   |                          |  |                    |         |  |               |          |   |                                            |   |            |             |  |   |        |   |  |   |            |  
|Balance, June 30, 2007                                                  |  |                            |          |   |             | $ | 153                      |  | $                  | 301,025 |  | $             | (105,644 | ) |                                            | $ | (100       | )           |  | $ | (1,470 | ) |  | $ | 193,964    |  
|                                                                        |  |                            |          |   |             |   |                          |  |                    |         |  |               |          |   |                                            |   |            |             |  |   |        |   |  |   |            |  
|                                                                        |  |                            |          |   |             |   |                         
|                                                                        |  |                            |          |   |             |   |                          |  |                    |         |  | Issued        |          |   | Treasury                                   |   |            | Outstanding | 
|Share Activity:                                                         |  |                            |          |   |             |   |                          |  |                    |         |  |               |          |   |                                            |   |            |             |  |   |        |   |  |   |            |  
|Balance, December 31, 2005                                              |  |                            |          |   |             |   |                          |  |                    |         |  |               |          |   |                                            |   | 14,686,354 |             |  |   | 6,666  |   |  |   | 14,679,688 |  
|Shares issued - employee benefit plans                                  |  |                            |          |   |             |   |                          |  |                    |         |  |               |          |   |                                            |   | 559,477    |             |  |   |       |   |  |   | 559,477    |  
|Stock options exercised                                                 |  |                            |          |   |             |   |                          |  |                    |         |  |               |          |   |                                            |   | 28,965     |             |  |   |       |   |  |   | 28,965     |  
|                                                                        |  |                            |          |   |             |   |                          |  |                    |         |  |               |          |   |                                            |   |            |             |  |   |        |   |  |   |            |  
|Balance, December 31, 2006                                              |  |                            |          |   |             |   |                          |  |                    |         |  |               |          |   |                                            |   | 15,274,796 |             |  |   | 6,666  |   |  |   | 15,268,130 |  
|Shares issued - employee benefit plans                                  |  |                            |          |   |             |   |                          |  |                    |         |  |               |          |   |                                            |   | 45,951     |             |  |   |       |   |  |   | 45,951     |  
|Stock options exercised                                                 |  |                            |          |   |             |   |                          |  |                    |         |  |               |          |   |                                            |   | 21,402     |             |  |   |       |   |  |   | 21,402     |  
|                                                                        |  |                            |          |   |             |   |                          |  |                    |         |  |               |          |   |                                            |   |            |             |  |   |        |   |  |   |            |  
|Balance, June 30, 2007                                                  |  |                            |          |   |             |   |                          |  |                    |         |  |               |          |   |                                            |   | 15,342,149 |             |  |   | 6,666  |   |  |   | 15,335,483 |  
|                                                                        |  |                            |          |   |             |   |                          |  |                    |         |  |               |          |   |                                            |   |            |             |  |   |        |   |  |   |            |  

The accompanying notes are an integral part of the consolidated financial statements.



5



---

##### Table of Contents

Notes to Condensed Consolidated Financial Statements (Unaudited)

---

(Dollars
in thousands, except per share amounts)



|1. | Basis of Presentation
|-- | ---------------------

The 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.

The
condensed consolidated financial statements of the Company have been prepared assuming that the Company will continue as a going concern. During the six months ended June 30, 2007, the Company incurred an unexpected substantial net loss and
used an unexpected substantial amount of cash for capital investments and working capital, principally as a result of increased scrap market prices and changes in vendor contracts and decreased selling prices and volumes. Further, based on
managements current projected results of operations, it is more likely than not that the Company will not be able to comply with the fixed charge coverage ratio covenant under its term loan agreement, as amended, which will become effective
again as of April 1, 2008. Management anticipates that the Company may require additional liquidity in the foreseeable future. Additionally, the Companys independent registered public accounting firm included an explanatory paragraph in
its report on the consolidated financial statements included in the Companys Form 10-K/A for the year ended December 31, 2006 that indicated that there is substantial doubt about the Companys ability to continue as a going concern.

This situation could be mitigated if operating results improve as a result of higher sales volume and/or pricing, including the sale of
purchased slabs at competitive costs, or through operating cost or productivity improvements or if additional financing is obtained. Additional financing might include, but not be limited to, (i.) the proposed combination of the Company with Esmark
Incorporated (Esmark), (ii.) amending the Companys revolving credit facility to allow for access to additional availability, (iii.) refinancing of the Companys term loan agreement to eliminate or modify the existing financial covenant,
(iv.) an equity or rights offering under the Companys existing $125 million shelf registration statement, (v.) raising additional capital through a private placement offering, or (vi.) the sale of assets. Management cannot, at this time, give
any assurance that the proposed combination with Esmark will be approved, that operating results will improve or that we will be able to obtain additional financing.

The Company owns a 50% voting and non-voting interest in Mountain State Carbon, LLC (MSC), a joint venture. From inception of the joint venture through December 31, 2006, the Company was identified as the primary
beneficiary of the joint venture, and as such, included the accounts of MSC in its consolidated financial statements. As a result of certain joint venture agreement provisions which became operative on January 1, 2007, the Companys
variable interest in the joint venture will no longer absorb a majority of the joint ventures expected losses or receive a majority of the joint ventures expected residual returns. As a result, the accounts of MSC were no longer included
in the consolidated financial statements of the Company effective January 1, 2007.

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, 2006.



|2. | New Accounting Standards
|-- | ------------------------

The Financial Accounting
Standards Board (FASB) issued FASB Staff Position (FSP) No. FIN 48-1, Definition of Settlement in FASB Interpretation No. 48, in May 2007. The FSP No. 48-1 amended FASB Interpretation No. 48, Accounting for Uncertainty in
Income Taxes, to provide guidance on how an enterprise should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits. This staff position had no material impact on the
Companys financial statements.



6



---

##### Table of Contents

The FASB issued Statement of Financial Accounting Standards (FASB) No. 159, The Fair Value
Option for Financial Assets and Financial Liabilities, in February 2007. FASB No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value. FASB No. 159 is effective for the fiscal
years beginning after November 15, 2007. The Company is currently assessing the impact of this statement on its financial statements.

The FASB issued FASB No. 157, Fair Value Measurement, in September 2006. FASB No. 157 defines fair value, established a framework for measuring fair value in accordance with existing generally accepted accounting
principles and expands disclosures about fair value measurements. FASB No. 157 is effective for fiscal years beginning after November 15, 2007. The Company does not expect the adoption of this statement to have a material impact on its
financial statements.



|3. | Business Segment
|-- | ----------------

The Company is engaged in one
line of business and operates one business segment, the production, processing, fabrication and sale of steel and steel products. The Company has a diverse customer base, substantially all of which is located in the United States. All of the
Companys operating assets are located in the United States.



|4. | Transactions with Affiliates and Related Parties
|-- | ------------------------------------------------

The 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 $38,448 and $67,890 during the
quarters ended June 30, 2007 and 2006, respectively, and $81,899 and $139,051 during the six months ended June 30, 2007 and 2006, respectively. Management believes that sales to Wheeling-Nisshin are made at prevailing market prices. During
the quarter and six months ended June 30, 2006, the Company purchased steel slabs from Wheeling-Nisshin, at prevailing market prices, in the amount of $3,847 and $28,585, respectively. The Company reported dividends from Wheeling-Nisshin of
$7,500 and $10,715 during the six months ended June 30, 2007 and 2006, respectively. At June 30, 2007 and December 31, 2006, the Company had accounts receivable due from Wheeling-Nisshin of $1,953 and $1,853, respectively, and had
accounts payable to Wheeling-Nisshin of $356 and $147, respectively.

The Company owns 50.0% 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 $18,434 and $20,063 during the quarters ended June 30, 2007 and 2006, respectively, and $27,607 and $43,576 during the six
months ended June 30, 2007 and 2006, respectively. Management believes that sales to OCC are made at prevailing market prices. At June 30, 2007 and December 31, 2006, the Company had accounts receivable due from OCC of $6,091 and
$3,461, respectively, and had accounts payable to OCC of $94 at June 30, 2007. At June 30, 2007 and December 31, 2006, the Company had a loan receivable due from OCC of $5,375 and $5,625, respectively, which bears interest at a
variable rate, which currently approximates 7.5 %. The Company recorded interest income on the loan receivable of $80 and $106 during the quarters ended June 30, 2007 and 2006, respectively, and $173 and $227 during the six months ended
June 30, 2007 and 2006, respectively. The Company received principal payments on the loan of $250 and $1,350 during the six months ended June 30, 2007 and 2006, respectively.

The Company owns a 50% voting and non-voting capital interest in Mountain State Carbon, LLC (MSC), a joint venture, which is accounted for using the
equity method of accounting. Through December 31, 2006, the accounts of MSC were included in the consolidated financial statements of the Company (see Note 16). The Company acquires coke from MSC at cost, as defined by a coke supply agreement,
plus 5%. During the quarter and six months ended June 30, 2007, the Company acquired coke and coke-related products from MSC in the amount of $32,250 and $59,623, respectively. The Company provides services to MSC under a management agreement
and an operating agreement. During the quarter and six months ended June 30, 2007, the Company billed MSC $9,820 and $19,911, respectively, for such services. At June 30, 2007, the Company had accounts payable to MSC of $9,317 and had
accounts receivable due from MSC of $4,836. At June 30, 2007, the Company had a note receivable due from MSC of $3,723, which bears interest at the prime rate, plus 1.25%,



7



---

##### Table of Contents

which was received in July 2007. The Company recorded interest income on the note receivable of $34 and $140 during the quarter and six months ended
June 30, 2007. The Company received principal payments on the loan of $800 during the six months ended June 30, 2007. The Company made capital contributions to MSC of $18,500 during the six months ended June 30, 2007. Effective July
2007, the Company will acquire coke from MSC at cost, as defined by the coke supply agreement, without considering depreciation expense and without the 5% markup.

The Company owns 49% of the outstanding common stock of Feralloy-Wheeling Specialty Processing, Co. (Feralloy), which is accounted for using the equity method of accounting. During the six months ended June 30,
2006, the Company received dividends form Feralloy of $147.

The Company owns 50% of the outstanding common stock of Jensen
Bridge & Roofing Company, LLC (Jensen Bridge), a joint venture and 50% of the outstanding common stock of Avalon Metal Roofing and Building Components, LLC (Avalon), a joint venture. These joint ventures are accounted for using the equity
method of accounting. The Company had sales to these joint ventures during the quarters ended June 30, 2007 and 2006 of $529 and $437, respectively, and $1,460 and $619 during the six months ended June 30, 2007 and 2006, respectively.
Management believes that sales to these joint ventures are made at prevailing market prices. At June 30, 2007 and December 31, 2006, the Company had accounts receivable due from these joint ventures of $661 and $1,369, respectively. During
the six months ended June 30, 2007 and 2006, the Company made capital contributions to these joint ventures of $1,062 (including $1,000 in the form of inventory) and $462, respectively.

During the quarter and six months ended June 30, 2007, the Company had sales to its proposed business combination partner, Esmark and its affiliates
of $4,935 and $10,865, respectively. Management believes that sales to Esmark are made at prevailing market prices. The Company had accounts receivable due from Esmark of $3,975 at June 30, 2007.



|5. | Insurance Recovery
|-- | ------------------

During the quarter
June 30, 2007, the Company accrued $9,500 in final settlement of a business interruption insurance claim relating to an insurable event that occurred in December 2004 which was recorded as a reduction of cost of goods sold during the quarter
ended June 30, 2007. In addition, $6,116 was received in partial settlement of this claim during the quarter ended March 31, 2007 which was recorded as a reduction of cost of goods sold in the fourth quarter of 2006. During the six months
ended June 30, 2006, the Company received $12,659 in partial settlement of the same insurance claim. Of this amount, $7,299 was recorded as a reduction of cost of goods sold during the quarter ended March 31, 2006 and $5,360 was recorded
as a reduction of cost of goods sold in the fourth quarter of 2005. Business interruption insurance recoveries are recorded in the period in which a sworn statement of proof of loss is received from the insurance carriers or the insurance carrier
otherwise acknowledges an obligation to pay and collectibility is assured.



|6. | Share-Based Payments
|-- | --------------------

The Company adopted FASB
No. 123 (revised 2004), Share-Based Payment, in the first quarter of 2005 and elected to apply the statement using the modified retrospective method.

Non-vested restricted stock:

The Company maintains a non-vested restricted stock plan pursuant to
which it granted 500,000 shares of its common stock to selected key employees on July 31, 2003. All shares granted under this plan, net of forfeitures, fully vested in August 2006. In March 2005, the Company granted 10,500 shares of common
stock to certain employees under its management stock incentive plan, all of which fully vested in August 2006. No non-vested restricted stock was outstanding at June 30, 2007 and December 31, 2006 and there was no activity relative to
non-vested restricted stock during the quarters and six months ended June 30, 2007.

Compensation expense under these plans is measured
as being equal to the grant date fair value of the non-vested restricted stock issued, amortized over the vesting or requisite service period for each grant. Compensation expense related to these plans amounted to $689 and $1,381 during the quarter
and six months ended June 30, 2006. No compensation expense was recognized during the quarter and six months ended June 30, 2007.



8



---

##### Table of Contents

Stock options:

The Company maintains a management stock incentive plan pursuant to which it granted stock options to non-employee directors of the Company for 4,594 and 4,312 shares of its common stock during the quarters ended
June 30, 2007 and 2006, respectively, at an exercise price of $23.96 and $25.48 per share, respectively. The Company granted stock options for 9,231 and 10,200 shares of common stock during the six months ended June 30, 2007 and 2006,
respectively, at a weighted average exercise price of $23.84 and $21.12, respectively. The options were 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. If a non-employee director of the Company terminates association with the Company, outstanding stock options expire within 90 days from the date of such termination if not otherwise
exercised. During the six months ended June 30, 2007, proceeds of $418 were received from the exercise of 21,402 stock options. No stock options were exercised during the six months ended June 30, 2006. During the six months ended
June 30, 2007, stock options for 15,564 shares of Company common stock expired.

The grant date fair value of stock options granted
under the plan is estimated using the Black-Scholes pricing model. The grant date fair value of stock options granted during the quarters ended June 30, 2007 and 2006 was $15.94 and $19.03 per share, respectively, and the weighted average grant
date fair value of stock options granted during the six months ended June 30, 2007 and 2006 was $16.04 and $16.92, respectively, determined using the following assumptions:



|                                |  |                       |   |  |                          |   |  |       |   |  |       |  
|------------------------------- |  | --------------------- | - |  | ------------------------ | - |  | ----- | - |  | ----- | -
|                                |  | Quarter EndedJune 30, |   |  | Six Months EndedJune 30, |  
|                                |  | 2007                  |   |  | 2006                     |   |  | 2007  |   |  | 2006  |  
|Average risk-free interest rate |  | 4.82                  | % |  | 5.21                     | % |  | 4.77  | % |  | 5.00  | %
|Expected dividend yield         |  | 0.00                  | % |  | 0.00                     | % |  | 0.00  | % |  | 0.00  | %
|Expected volatility             |  | 75.09                 | % |  | 83.79                    | % |  | 75.73 | % |  | 84.03 | %
|Expected life (years)           |  | 5                     |   |  | 5                        |   |  | 5     |   |  | 5     |  

The Company previously used a ten-year expected life assumption relative to stock options, which
was equal to the term of the stock options issued. During the quarter ended September 30, 2006, the Company changed this expected life assumption to five years, which is a simple average of the vesting period and the term of the stock options
issued. The effect of this change on previously reported amounts was not material.

A summary of activity under this plan as of
June 30, 2007 and changes during the six months then ended is as follows:



|                               |  |         |   |  |                              |       |                         |   |   
|------------------------------ |  | ------- | - |  | ---------------------------- | ----- | ----------------------- | - | --
|                               |  | Shares  |   |  | WeightedAverageExercisePrice |       | AggregateIntrinsicValue
|Outstanding, December 31, 2006 |  | 56,187  |   |  | $                            | 20.58 |                         |   |   
|Granted                        |  | 9,231   |   |  |                              | 23.84 |                         |   |   
|Exercised                      |  | (21,402 | ) |  |                              | 19.53 |                         |   |   
|Expired                        |  | (15,564 | ) |  |                              | 26.86 |                         |   |   
|                               |  |         |   |  |                              |       |                         |   |   
|Outstanding, June 30, 2007     |  | 28,452  |   |  | $                            | 19.00 |                         | $ | 86
|                               |  |         |   |  |                              |       |                         |   |   
|Exercisable, June 30, 2007     |  | 28,452  |   |  | $                            | 19.00 |                         | $ | 86
|                               |  |         |   |  |                              |       |                         |   |   

Compensation expense under this plan is equal to the fair value of the stock options granted on
the grant date. The Company recorded compensation expense relative to stock options of $73 and $83 during the quarters ended June 30, 2007 and 2006, respectively, and $148 and $173 during the six months ended June 30, 2007 and 2006,
respectively.



9



---

##### Table of Contents

Stock unit awards:

The Company grants stock unit service awards and stock unit performance awards under its management stock incentive plan. Stock unit service awards vest to each individual based solely on service, subject to
forfeiture. Stock unit performance awards vest to each individual based on a combination of service and market performance. In general, market performance is determined based on a comparison of the annualized total shareholder return of the
Companys stock, as defined by the plan, as compared to the percentage increase in the Dow Jones US Steel Index. Each stock unit award is equivalent to one share of common stock of the Company. The Company, at its sole discretion, has the
option of settling stock unit awards in cash or by issuing common stock or a combination of both. Stock unit awards granted under the plan are not subject to retirement eligible provisions.

The grant date fair value of stock unit service awards is measured as being equal to the fair value of the Companys common stock on the date of
grant. The Company granted 30,000 stock unit service awards during the quarter ended June 30, 2007 at a weighted average grant date fair value of $23.40 per stock unit service. No stock unit performance awards were granted during the six months
ended June 30, 2007. The Company granted 212,635 and 145,998 stock unit service awards during the six months ended June 30, 2007 and 2006, respectively, at a weighted average grant date fair value of $19.52 and $18.86 per stock unit
service award, respectively. The grant date fair value of stock unit performance awards is estimated using a lattice-based valuation model. The Company granted 103,339 stock unit performance awards during the six months ended June 30, 2006 at a
weighted average grant date fair value of $21.67 per stock unit performance award, determined using the following assumptions:



|                                |  |       |  
|------------------------------- |  | ----- | -
|Average risk-free interest rate |  | 4.80  | %
|Expected dividend yield         |  | 0.00  | %
|Expected volatility             |  | 68.00 | %
|Expected life (years)           |  | 3     |  
|Expected turnover rate          |  | 10.00 | %

A summary of activity under this plan as of June 30, 2007 and changes during the six months
then ended is as follows:



|                           |  |              |   |  |                                     |      
|-------------------------- |  | ------------ | - |  | ----------------------------------- | -----
|                           |  | Units/Shares |   |  | WeightedAverageGrant DateFair Value
|Balance, December 31, 2006 |  | 282,061      |   |  | $                                   | 18.82
|Granted                    |  | 212,635      |   |  |                                     | 19.52
|Forfeited                  |  | (28,752      | ) |  |                                     | 20.26
|Vested                     |  | (52,566      | ) |  |                                     | 18.63
|                           |  |              |   |  |                                     |      
|Balance, June 30, 2007     |  | 413,378      |   |  | $                                   | 19.10
|                           |  |              |   |  |                                     |      



10



---

##### Table of Contents

Stock unit awards outstanding at June 30, 2007 vest, subject to forfeiture, as follows:



|                         |  |                   |  |         |  |                                    
|------------------------ |  | ----------------- |  | ------- |  | -----------------------------------
|Quarter Ended Grant Date |  | Stock Unit Type   |  | Units   |  | Vesting Date/Period                
|March 31, 2006           |  | Service award     |  | 21,170  |  | March 31, 2008                     
|March 31, 2006           |  | Service award     |  | 10,596  |  | March 31, 2009                     
|March 31, 2006           |  | Performance award |  | 31,761  |  | March 31, 2009                     
|December 31, 2006        |  | Service award     |  | 171,000 |  | Ratably over three years           
|March 31, 2007           |  | Service award     |  | 101,351 |  | Quarterly through December 31, 2008
|March 31, 2007           |  | Service award     |  | 47,500  |  | Ratably over three years           
|June 30, 2007            |  | Service award     |  | 30,000  |  | Ratably over three years           
|                         |  |                   |  |         |  |                                    
|Total                    |  |                   |  | 413,378 |  |                                    
|                         |  |                   |  |         |  |                                    

Compensation expense for stock unit awards is equal to the grant date fair value of the stock unit
awards, amortized over the requisite service period for the entire award, using the straight-line method. Compensation expense relative to stock unit awards amounted to $330 and $231 for the quarters ended June 30, 2007 and 2006, respectively,
and $1,069 and $288 for the six months ended June 30, 2007 and 2006, respectively. At June 30, 2007, deferred compensation expense relative to stock unit awards amounted to $6,841. This amount will be amortized to expense over the
requisite service period for each award.

The Company authorized and issued 500,000 shares of restricted stock under its non-vested
restricted stock plan of which 6,666 shares were forfeited and remain available for issuance under the plan. The Company authorized 1,000,000 shares of common stock for issuance under its management stock incentive plan. At June 30, 2007,
10,500 restricted shares of common stock have been issued under the management stock incentive plan, 78,819 options to acquire shares of common stock have been issued under the plan and 465,944 stock unit awards have been issued under the plan.



|7. | Pension and Other Postretirement Benefits
|-- | -----------------------------------------

Net
periodic cost for pension and other postretirement benefits was as follows:



|                                     |  |                       |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|------------------------------------ |  | --------------------- | ------ | - | ------------------------ | - | ------ | ---- |  | - | ------ | - |  | - | ------ | -
|                                     |  | Quarter EndedJune 30, |        |   | Six Months EndedJune 30, |  
|                                     |  | 2007                  |        |   | 2006                     |   |        | 2007 |  |   | 2006   |  
|Components of net periodic cost:     |  |                       |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Service cost                         |  | $                     | 405    |   |                          | $ | 424    |      |  | $ | 810    |   |  | $ | 850    |  
|Interest cost                        |  |                       | 1,516  |   |                          |   | 1,456  |      |  |   | 3,032  |   |  |   | 2,912  |  
|Expected return on assets            |  |                       | (82    | ) |                          |   | (102   | )    |  |   | (164   | ) |  |   | (205   | )
|Amortization of prior service credit |  |                       | (1,170 | ) |                          |   | (1,169 | )    |  |   | (2,339 | ) |  |   | (2,339 | )
|Recognized actuarial loss            |  |                       | 237    |   |                          |   | 271    |      |  |   | 473    |   |  |   | 542    |  
|                                     |  |                       |        |   |                          |   |        |      |  |   |        |   |  |   |        |  
|Net periodic cost                    |  | $                     | 906    |   |                          | $ | 880    |      |  | $ | 1,812  |   |  | $ | 1,760  |  
|                                     |  |                       |        |   |                          |   |        |      |  |   |        |   |  |   |        |  

The Company made payments of $1,153 and $1,207 for other postretirement benefits during the
quarters ended June 30, 2007 and 2006, respectively, and $2,333 and $2,405 during the six months ended June 30, 2007 and 2006, respectively. The Company does not expect to make any contributions to its defined benefit pension plan during
2007 and expects to make payments of $4,683 for other postretirement benefits during 2007.



|8. | VEBA and Profit Sharing Expense
|-- | -------------------------------

The Company
incurred no VEBA or profit sharing expense during the quarter and six months ended June 30, 2007. The Company incurred VEBA and profit sharing expense of $6,164 during the quarter ended June 30, 2006, of which $4,326 was settled by issuing
common stock with the remaining portion being settled in cash. The Company incurred VEBA and profit sharing expense of $6,327 during the six months ended June 30, 2006, of which $4,489 was settled by issuing common stock with the remaining
portion being settled in cash.



11



---

##### Table of Contents

|9. | Termination Costs
|-- | -----------------

During the first quarter of
2007, the Company initiated a voluntary and involuntary termination plan to bring about an overall reduction in and reorganization of the salaried workforce. As a result, the Company incurred $434 and $4,363 for termination benefits under these
plans during the quarter and six months ended June 30, 2007, respectively, of which $711 has been paid through June 30, 2007.



|10. | Other Income
|--- | ------------



|                              |  |                       |       |                          |   |       |  |      |       |  |   |      
|----------------------------- |  | --------------------- | ----- | ------------------------ | - | ----- |  | ---- | ----- |  | - | -----
|                              |  | Quarter EndedJune 30, |       | Six Months EndedJune 30,
|                              |  | 2007                  |       | 2006                     |   | 2007  |  | 2006
|Equity income from affiliates |  | $                     | 3,758 |                          | $ | 3,276 |  | $    | 6,135 |  | $ | 5,646
|Other income                  |  |                       | 247   |                          |   | 562   |  |      | 397   |  |   | 1,008
|                              |  |                       |       |                          |   |       |  |      |       |  |   |      
|Total                         |  | $                     | 4,005 |                          | $ | 3,838 |  | $    | 6,532 |  | $ | 6,654
|                              |  |                       |       |                          |   |       |  |      |       |  |   |      

Equity income from affiliates included equity income from MSC of $2,755 and $4,879, for the
quarter and six months ended June 30, 2007, respectively. MSC was accounted for as a consolidated subsidiary of the Company prior to January 1, 2007.



|11. | Income Taxes
|--- | ------------

No income tax benefit was provided
during the quarter and six months ended June 30, 2007 as it was more likely than not that the losses incurred would not result in a reduction of future income taxes payable.

The Company adopted FASB Interpretation No. (FIN) 48 on January 1, 2007. Based on an analysis prepared by the Company, it was determined that the
application of FIN 48 had no material effect on the recorded tax assets or liabilities of the Company. As a result, no cumulative effect adjustment was recorded as of January 1, 2007.



|12. | (Loss) Earnings Per Share
|--- | -------------------------

For the quarters and six
months ended June 30, 2007 and 2006, a reconciliation of the numerator and denominator for the calculation of basic and diluted earnings (loss) per share is as follows:



|                                               |  |                        |         |                          |      |   |        |  |   |          |   |  |   |       
|---------------------------------------------- |  | ---------------------- | ------- | ------------------------ | ---- | - | ------ |  | - | -------- | - |  | - | ------
|                                               |  | Quarter Ended June 30, |         | Six Months EndedJune 30,
|                                               |  | 2007                   |         |                          | 2006 |   | 2007   |  |   | 2006    
|Income (loss) available to common shareholders |  | $                      | (41,589 | )                        |      | $ | 9,329  |  | $ | (101,485 | ) |  | $ | 7,219 
|                                               |  |                        |         |                          |      |   |        |  |   |          |   |  |   |       
|Weighed-average basic shares outstanding       |  |                        | 15,333  |                          |      |   | 14,530 |  |   | 15,310   |   |  |   | 14,523
|Dilutive effect of:                            |  |                        |         |                          |      |   |        |  |   |          |   |  |   |       
|Non-vested restricted stock                    |  |                        |        |                          |      |   | 143    |  |   |         |   |  |   | 114   
|Stock options                                  |  |                        |        |                          |      |   | 22     |  |   |         |   |  |   | 16    
|Stock unit awards                              |  |                        |        |                          |      |   | 134    |  |   |         |   |  |   | 81    
|Convertible debt                               |  |                        |        |                          |      |   |       |  |   |         |   |  |   |      
|                                               |  |                        |         |                          |      |   |        |  |   |          |   |  |   |       
|Weighed-average diluted shares outstanding     |  |                        | 15,333  |                          |      |   | 14,829 |  |   | 15,310   |   |  |   | 14,734
|                                               |  |                        |         |                          |      |   |        |  |   |          |   |  |   |       
|Basic loss per share                           |  | $                      | (2.71   | )                        |      | $ | 0.64   |  | $ | (6.63    | ) |  | $ | 0.50  
|Diluted loss per share                         |  | $                      | (2.71   | )                        |      | $ | 0.63   |  | $ | (6.63    | ) |  | $ | 0.49  

For the quarter and six months ended June 30, 2006, 10,500 shares of non-vested restricted
common stock were excluded from the computation of diluted earnings per share as their effect was anti-dilutive. For the quarters ended June 30, 2007 and 2006, stock options for 28,452 and 18,488 shares of common stock at a weighted



12



---

##### Table of Contents

average exercise price of $19.00 and $28.86 per share, respectively, were excluded from the computation of diluted earnings per share as their effect was
anti-dilutive. For the six months ended June 30, 2007 and 2006, stock options for 65,418 and 18,488 shares of common stock at a weighted average exercise price of $21.04 and $28.86 per share, respectively, were excluded from the computation of
diluted earnings per share as their effect was anti-dilutive. For the quarter and six months ended June 30, 2007, 446,587 and 494,696 stock unit awards were excluded from the computation of diluted earnings per share, respectively, as their
effect was anti-dilutive. For the quarter and six months ended June 30, 2007, 3,650,000 shares of common stock into which debt is convertible were excluded from the computation of diluted earnings per share as their effect was anti-dilutive.



|13. | Inventories
|--- | -----------

Inventories 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. Inventory consisted of the following:



|                                          |  |              |         |   |                  |   |          |  
|----------------------------------------- |  | ------------ | ------- | - | ---------------- | - | -------- | -
|                                          |  | June 30,2007 |         |   | December 31,2006 |  
|Raw materials                             |  | $            | 67,872  |   |                  | $ | 44,189   |  
|In-process                                |  |              | 208,978 |   |                  |   | 212,315  |  
|Finished products                         |  |              | 46,563  |   |                  |   | 58,606   |  
|Other materials and supplies              |  |              | 46      |   |                  |   | 46       |  
|                                          |  |              |         |   |                  |   |          |  
|Total current cost                        |  |              | 323,459 |   |                  |   | 315,156  |  
|Excess of current cost over carrying cost |  |              | (98,065 | ) |                  |   | (102,935 | )
|                                          |  |              |         |   |                  |   |          |  
|Carrying cost                             |  | $            | 225,394 |   |                  | $ | 212,221  |  
|                                          |  |              |         |   |                  |   |          |  

During the quarters and six months ended June 30, 2007 and 2006, certain inventory quantities
were reduced, resulting in liquidations of LIFO inventories carried at costs prevailing in prior periods. The effect was to increase operating income by $3,148 and $2,343 for the quarters ended June 30, 2007 and 2006, respectively, and to
increase operating income by $2,453 and $1,903 for the six months ended June 30, 2007 and 2006, respectively.



|14. | Convertible Debt
|--- | ----------------

On March 16, 2007, the
Company issued convertible notes in the amount of $50,000 to certain institutional investors and certain stockholders of the Company. The notes are convertible into common stock of the Company upon consummation of a proposed business combination
between the Company and Esmark at a price of $20 per share. If the proposed combination with Esmark is not consummated, the notes are convertible, at the option of the holders, into common stock of the Company at any time after December 31,
2007 at an adjusted, fair value, conversion price that will not be more than $20 per share or less than $15 per share. The convertible notes are otherwise payable on November 15, 2008, subject to limitations in our term loan agreement and
revolving credit facility, and accrue interest at a rate of 6% per annum through December 31, 2007. If the notes are not converted into common stock of the Company prior to January 1, 2008, interest is retroactively adjusted from the
issuance date to 9% per annum. In June 2007, the Company adjusted the conversion price on $5,000 of these notes to a fixed amount of $24.51, retroactively to March 16, 2007.

On the date of issuance of these convertible notes, the fair market value of the Companys common stock was $24.03 per share. As a result, the
beneficial conversion feature applicable to $45,000 of these convertible notes was computed to be $9,067. This amount was recorded as a discount against the face amount of the convertible notes and as a credit to additional paid-in capital. The debt
discount will be amortized to interest expense over the term of these convertible notes which amounted to $1,217 and $1,443 for the quarter and six months ended June 30, 2007, respectively.

On May 8, 2007, the Company issued $23,000 of senior unsecured exchangeable promissory notes in a private placement to certain unrelated
institutional investors. Pursuant to the terms of the notes, the notes are exchangeable into the common stock of New Esmark upon consummation of a combination of the Company and Esmark at a price of $20 per share, or, if not consummated,
the notes are payable in cash on November 15,



13



---

##### Table of Contents

2008. Interest is payable in cash at an annual rate of 6%, payable quarterly in arrears. In the event that the combination is not consummated by
January 1, 2008 or extended under the terms of the notes, the annual rate of interest will increase to 14% computed retroactively to the issuance date.

If and when the combination of the Company and Esmark occurs, the beneficial conversion feature of these notes will be computed as being equal to the difference between the per share value of New Esmark common stock
on the date of the combination and the conversion price of $20.00 per share. This amount will be recorded as interest expense at that time.



|15. | Short-term and Long-term Debt
|--- | -----------------------------

During the six
months ended June 30, 2007, the Company incurred an unexpected substantial net loss and used an unexpected substantial amount of cash for capital investments and working capital, principally as a result of increased scrap market prices and
changes in vendor contracts and decreased selling prices and volumes. Further, based on managements current projected results of operations, it is more likely than not that the Company will not be able to comply with the fixed charge coverage
ratio covenant under its term loan agreement, as amended, which will become effective again as of April 1, 2008. Management anticipates that the Company may require additional liquidity in the foreseeable future. Additionally, the
Companys independent registered public accounting firm included an explanatory paragraph in its report on the consolidated financial statements included in the Companys Form 10-K/A for the year ended December 31, 2006 that indicated
that there is substantial doubt about the Companys ability to continue as a going concern.

Due to the probability that the Company
may not be able to comply with the financial covenant under its term loan facility in the future, amounts outstanding under the Companys term loan facility, amounting to $149,900, have been reclassified from a long-term obligation and
reflected as a short-term obligation in the condensed consolidated balance sheet as of June 30, 2007. Additionally, all other long-term debt subject to cross-default or cross-acceleration provisions, amounting to $71,265, has been reclassified
as a short-term obligation as of June 30, 2007, as well as all outstanding convertible debt, net of discount, amounting to $65,376.

The Companys management does not believe, after consultation with legal counsel, that a material adverse effect has occurred under its loan agreements due to (a.) recent losses, (b.) the going concern modification included as an
explanatory paragraph in its independent registered public accounting firms opinion, and/or (c.) its probable non-compliance with the fixed charge coverage ratio under the term loan agreement, as amended, which will become effective again as
of April 1, 2008. However, there can be no assurance that the lenders under the Companys loan agreements will not determine that one or more of these developments, alone or in combination with future developments, constitute a material
adverse effect under its loan agreements. Such a determination would restrict the Companys ability to borrow under its revolving credit facility and adversely affect its liquidity and financial position. Additionally, the Companys
management believes, after consultation with legal counsel, that no event of default has occurred due to the going concern modification included as an explanatory paragraph in the Companys independent registered public accounting firms
opinion.



|16. | Supplemental Cash Flow Information
|--- | ----------------------------------

As a result of
the deconsolidation of MSC (see Note 1), the accounts of MSC were no longer included in the consolidated financial statements of the Company effective January 1, 2007. The Companys investment in MSC is accounted for using the equity
method of accounting.



14



---

##### Table of Contents

The consolidated net assets of MSC as of January 1, 2007 were as follows:



|                                                                        |  |   |        
|----------------------------------------------------------------------- |  | - | -------
|Assets:                                                                 |  |   |        
|Cash and cash equivalents                                               |  | $ | 11,159 
|Accounts receivable                                                     |  |   | 4,238  
|Inventory                                                               |  |   | 8,637  
|Prepaid and other current assets                                        |  |   | 2,163  
|Restricted cash                                                         |  |   | 2,163  
|Property, plant and equipment, less accumulated depreciation of $11,113 |  |   | 172,247
|                                                                        |  |   |        
|Total                                                                   |  |   | 200,607
|                                                                        |  |   |        
|Liabilities:                                                            |  |   |        
|Accounts payable, including book overdrafts of $1,252                   |  |   | 19,623 
|Other current liabilities                                               |  |   | 1,619  
|Other liabilities                                                       |  |   | 13,131 
|Minority interest                                                       |  |   | 106,290
|                                                                        |  |   |        
|Total                                                                   |  |   | 140,663
|                                                                        |  |   |        
|Consolidated net assets                                                 |  | $ | 59,944 
|                                                                        |  |   |        



|17. | Commitments and Contingencies
|--- | -----------------------------

Litigation

Effective March 31, 2007, the Companys scrap processing and supply agreements with Herman Strauss, Inc. (Strauss) were
terminated as a result of a commercial dispute regarding Strauss performance under those agreements. Strauss subsequently invoked the arbitration provisions of those agreements, claiming damages of approximately $18,000 associated with the
dispute and termination of the agreements. The Company has asserted counter-claims against Strauss which significantly exceed the magnitude of the claims asserted by Strauss, based upon allegations that Strauss committed numerous material breaches
of the agreements resulting in significant damages to the Company. The Company is also involved in unrelated litigation with a second scrap supplier, Metal Management, Inc. (MMI), arising out of MMIs supply of scrap to the Company. Quality
issues associated with several grades of scrap supplied to the Company by MMI resulted in the Company rejecting a substantial quantity of shipments of those scrap grades and advising MMI that it would accept no further shipments. MMI immediately
commenced action in state court in New York alleging a right for payment of more than $31,000 (subsequently amended to $28,222) for all past and future deliveries of scrap under purchase orders issued by the Company. The Company has continued to
accept delivery of scrap conforming to specification and has, since the filing of that action, issued payments in excess of $10,200 to MMI. As to MMIs assertion that it is entitled to payment for delivered and undelivered scrap products which
the Company asserts is not in compliance with specification, the Company is vigorously defending MMIs claim and will, in its responsive pleadings, assert counterclaims against MMI. In light of the nature of these disputes and the significant
counterclaims asserted by the Company, the Company believes that it is neither probable nor reasonably possible that a liability has been incurred as of June 30, 2007. As a result, no amount has been accrued as of June 30, 2007
relative to these suits.

On July 2, 2007, a jury awarded the Company and MSC $119,850 in compensatory damages and $100,000 in punitive
damages in a lawsuit we filed in Brooke County, West Virginia Circuit Court against Massey Energy Company (Massey) and its subsidiary, Central West Virginia Energy Company (CWVEC), seeking substantial monetary damages for breach of a metallurgical
coal supply contract between the Company and CWVEC. Post-trial motions were heard by the trial judge on July 30, 2007 and, by order dated August 2, 2007, the trial judge affirmed the jurys award with respect to punitive damages and
awarded pre-judgment interest totaling approximately $24,054. The court also granted judgment on a counterclaim by Massey, the value of which with pre-judgment interest totaled approximately $4,500. Taking into account both the pre-judgment interest
and the award in favor of Massey on its counterclaim, the amount of the judgment entered in the trial court totals approximately $239,404. Massey has stated publicly that it intends to appeal this verdict. No amounts have been accrued as of
June 30, 2007 relative to this matter.



15



---

##### Table of Contents

Environmental Matters

Prior to confirmation of the Companys plan of reorganization effective August 1, 2003, the Company settled all pre-petition environmental
claims made by state (Ohio, West Virginia, Pennsylvania) and Federal (U.S. Environmental Protection Agency (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.

During the second quarter of 2006, the Company received notification from the USEPA advising that the USEPA and the Ohio Environmental Protection
Agency (Ohio EPA) will conduct an inquiry aimed at resolving various environmental matters, all of which are identified, discussed and reserved for as noted below. These inquiries commenced during the third quarter of 2006.

The Company estimates that demands for stipulated penalties and fines for post-petition events and activities through June 30, 2007 could total up to
$3,086, which has been fully reserved by the Company. These claims arise from instances in which the Company exceeded post-petition consent decree terms, including: (a) $2,244 related to a January 30, 1996 USEPA consent decree for the
Companys coke oven gas desulphurization facility contributed to MSC; (b) $608 related to a July 1991 USEPA consent decree for water discharges into the Ohio River; (c) $101 related to a September 20, 1999 Ohio EPA consent decree
for the Companys coke oven gas desulphurization facility contributed to MSC; and (d) $133 related to a 1992 USEPA consent order for other water discharges issues. The Company may have defenses to certain of these exceedances.

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. The Company estimates the cost of removal of the remaining contaminated sediments to be $1,397 at June 30, 2007, which has been fully reserved by the Company. The Company currently
expects this work to be substantially complete by the end of 2007.

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. The USEPA approved the Companys
investigation work plan, and field activities were completed in 2004. The Company submitted the results of this investigation to the USEPA in the third quarter of 2005. It is expected that some remediation measures will be necessary and could
commence within the next three to five years. Based on an initial estimate of the range of the possible cost to remediate, the Company has reserved $4,612 for such remediation measures.

The Company also accrued $400 related to a 1989 consent order issued by the USEPA for surface impoundment issues at a coke plant facility contributed to
MSC.

In July 2005, an environmental liability was identified regarding the potential for migration of subsurface oil from historical
operations into waters in the Commonwealth of Pennsylvania. A remediation plan was developed in 2005 and a revised remediation plan was submitted to the Commonwealth of Pennsylvania during the third quarter of 2006. An estimated expenditure of $965
is expected to be made during 2007 to address this environmental liability, which has been fully reserved by the Company.

Total accrued
environmental liabilities amounted to $10,460 and $10,511 at June 30, 2007 and December 31, 2006, respectively. 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 and adjusted accordingly. Unless stated above, the time-frame over which these liabilities will be satisfied 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 $5,000.



16



---

##### Table of Contents

Commitments

In June 2005, the Company entered into a contract to purchase up to 20,000 tons of metallurgical coal on behalf of MSC each month for the period from August 2006 through May 2007 at a price of $94.50 per ton. MSC
reimburses the Company for the cost of coal delivered under the contract. Payments for delivery of coal under this contract totaled $9,467 and $12,720 during the quarter and six months ended June 30, 2007, respectively.

The Company entered into a 15-year take-or-pay contract in 1999, which was amended in 2003 and requires the Company to purchase oxygen, nitrogen and argon
each month with a minimum monthly charge of approximately $600, subject to escalation clauses. Payments for deliveries under this contract totaled $2,862 and $3,040 during the quarters ended June 30, 2007 and 2006, respectively, and $5,194 and
$5,810 during the six months ended June 30, 2007 and 2006, respectively.

The Company entered into a 20-year contract in 1999, which
was amended in 2003 and requires the Company to purchase steam and electricity each month or pay a minimum monthly charge of approximately $500, subject to increases for inflation, and a variable charge calculated at a minimum of $3.75 times the
number of tons of iron produced each month, with an agreed-to minimum of 3,250 tons per day, regardless of whether any tons are produced. Payments for delivery of steam and electricity under this contract totaled $3,366 and $3,386 during the
quarters ended June 30, 2007 and 2006, respectively, and $7,139 and 6,169 during the six months ended June 30, 2007 and 2006, respectively. At June 30, 2007, a maximum termination payment of approximately $27,750 would have been
required to terminate the contract.

Under terms of MSCs joint venture agreement, the Company and SNA Carbon have agreed to refurbish
a coke plant facility owned by MSC. The Company is committed to make additional capital contributions of $6,500 to MSC,of which $5,723 is due in 2007.

Other

The 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.



|18. | Summarized Combined Financial Information
|--- | -----------------------------------------

Wheeling-Pittsburgh Steel Corporation (WPSC), a wholly-owned subsidiary of the Company, is the issuer of the outstanding $40,000 Series A notes and $20,000 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 the Company and its present and future subsidiaries. WPSC and each subsidiary
guarantor of the Series A and Series B notes are 100%-owned by the Company. Because the subsidiary guarantors are not material, individually and in the aggregate, the consolidating financial information for the Company and the subsidiary guarantors
has been combined below in the column entitled WPC and Subsidiary Guarantors.



17



---

##### Table of Contents

CONDENSED CONSOLIDATING BALANCE SHEET

June 30, 2007



|                                           |  |                             |         |      |   |                                    |  |   |                 |   |  |   |          
|------------------------------------------ |  | --------------------------- | ------- | ---- | - | ---------------------------------- |  | - | --------------- | - |  | - | ---------
|                                           |  | WPC andSubsidiaryGuarantors |         | WPSC |   | ConsolidatingandEliminatingEntries |  |   | WPCConsolidated
|Assets                                     |  |                             |         |      |   |                                    |  |   |                 |   |  |   |          
|Cash and cash equivalents                  |  | $                           |        |      | $ | 8,098                              |  | $ |                |   |  | $ | 8,098    
|Trade accounts receivables                 |  |                             |        |      |   | 217,861                            |  |   |                |   |  |   | 217,861  
|Inventories                                |  |                             |        |      |   | 225,394                            |  |   |                |   |  |   | 225,394  
|Other current assets                       |  |                             | 122     |      |   | 22,459                             |  |   |                |   |  |   | 22,581   
|                                           |  |                             |         |      |   |                                    |  |   |                 |   |  |   |          
|Total current assets                       |  |                             | 122     |      |   | 473,812                            |  |   |                |   |  |   | 473,934  
|Intercompany receivables                   |  |                             | 50,000  |      |   | 10,838                             |  |   | (60,838         | ) |  |   |         
|Investments and advances in affiliates     |  |                             | 197,089 |      |   | 130,676                            |  |   | (197,089        | ) |  |   | 130,676  
|Property, plant and equipment, net         |  |                             | 2,255   |      |   | 445,504                            |  |   |                |   |  |   | 447,759  
|Other non-current assets                   |  |                             | 896     |      |   | 32,177                             |  |   |                |   |  |   | 33,073   
|                                           |  |                             |         |      |   |                                    |  |   |                 |   |  |   |          
|Total assets                               |  | $                           | 250,362 |      | $ | 1,093,007                          |  | $ | (257,927        | ) |  | $ | 1,085,442
|                                           |  |                             |         |      |   |                                    |  |   |                 |   |  |   |          
|Liabilities and stockholders equity       |  |                             |         |      |   |                                    |  |   |                 |   |  |   |          
|Accounts payable                           |  | $                           |        |      | $ | 199,572                            |  | $ |                |   |  | $ | 199,572  
|Short-term debt, including current portion |  |                             |        |      |   | 376,896                            |  |   |                |   |  |   | 376,896  
|Convertible debt                           |  |                             | 42,376  |      |   | 23,000                             |  |   |                 |   |  |   | 65,376   
|Other current liabilities                  |  |                             | 3,062   |      |   | 97,293                             |  |   |                |   |  |   | 100,355  
|                                           |  |                             |         |      |   |                                    |  |   |                 |   |  |   |          
|Total current liabilities                  |  |                             | 45,438  |      |   | 696,761                            |  |   |                |   |  |   | 742,199  
|Intercompany payable                       |  |                             | 10,838  |      |   | 50,000                             |  |   | (60,838         | ) |  |   |         
|Long-term debt                             |  |                             |        |      |   | 13,356                             |  |   |                |   |  |   | 13,356   
|Other non-current liabilities              |  |                             | 122     |      |   | 135,801                            |  |   |                |   |  |   | 135,923  
|Stockholders equity                       |  |                             | 193,964 |      |   | 197,089                            |  |   | (197,089        | ) |  |   | 193,964  
|                                           |  |                             |         |      |   |                                    |  |   |                 |   |  |   |          
|Total liabilities and stockholders equity |  | $                           | 250,362 |      | $ | 1,093,007                          |  | $ | (257,927        | ) |  | $ | 1,085,442
|                                           |  |                             |         |      |   |                                    |  |   |                 |   |  |   |          



18



---

##### Table of Contents

CONDENSED CONSOLIDATING BALANCE SHEET

December 31, 2006



|                                           |  |                             |         |      |   |                                    |  |   |                 |   |  |   |          
|------------------------------------------ |  | --------------------------- | ------- | ---- | - | ---------------------------------- |  | - | --------------- | - |  | - | ---------
|                                           |  | WPC andSubsidiaryGuarantors |         | WPSC |   | ConsolidatingandEliminatingEntries |  |   | WPCConsolidated
|Assets                                     |  |                             |         |      |   |                                    |  |   |                 |   |  |   |          
|Cash and cash equivalents                  |  | $                           |        |      | $ | 21,842                             |  | $ |                |   |  | $ | 21,842   
|Trade accounts receivables                 |  |                             |        |      |   | 138,513                            |  |   |                |   |  |   | 138,513  
|Inventories                                |  |                             |        |      |   | 212,221                            |  |   |                |   |  |   | 212,221  
|Other current assets                       |  |                             | 122     |      |   | 27,789                             |  |   |                |   |  |   | 27,911   
|                                           |  |                             |         |      |   |                                    |  |   |                 |   |  |   |          
|Total current assets                       |  |                             | 122     |      |   | 400,365                            |  |   |                |   |  |   | 400,487  
|Intercompany receivables                   |  |                             |        |      |   | 10,778                             |  |   | (10,778         | ) |  |   |         
|Investments and advances in affiliates     |  |                             | 295,914 |      |   | 53,585                             |  |   | (295,914        | ) |  |   | 53,585   
|Property, plant and equipment, net         |  |                             | 2,255   |      |   | 623,955                            |  |   |                |   |  |   | 626,210  
|Restricted cash                            |  |                             |        |      |   | 2,163                              |  |   |                |   |  |   | 2,163    
|Other non-current assets                   |  |                             | 896     |      |   | 39,204                             |  |   |                |   |  |   | 40,100   
|                                           |  |                             |         |      |   |                                    |  |   |                 |   |  |   |          
|Total assets                               |  | $                           | 299,187 |      | $ | 1,130,050                          |  | $ | (306,692        | ) |  | $ | 1,122,545
|                                           |  |                             |         |      |   |                                    |  |   |                 |   |  |   |          
|Liabilities and stockholders equity       |  |                             |         |      |   |                                    |  |   |                 |   |  |   |          
|Accounts payable                           |  | $                           |        |      | $ | 99,536                             |  | $ |                |   |  | $ | 99,536   
|Short-term debt                            |  |                             |        |      |   | 110,000                            |  |   |                |   |  |   | 110,000  
|Other current liabilities                  |  |                             | 2,094   |      |   | 115,918                            |  |   |                |   |  |   | 118,012  
|                                           |  |                             |         |      |   |                                    |  |   |                 |   |  |   |          
|Total current liabilities                  |  |                             | 2,094   |      |   | 325,454                            |  |   |                |   |  |   | 327,548  
|Intercompany payable                       |  |                             | 10,778  |      |   |                                   |  |   | (10,778         | ) |  |   |         
|Long-term debt                             |  |                             |        |      |   | 254,961                            |  |   |                |   |  |   | 254,961  
|Other non-current liabilities              |  |                             | 122     |      |   | 147,431                            |  |   |                |   |  |   | 147,553  
|Minority interest                          |  |                             |        |      |   | 106,290                            |  |   |                |   |  |   | 106,290  
|Stockholders equity                       |  |                             | 286,193 |      |   | 295,914                            |  |   | (295,914        | ) |  |   | 286,193  
|                                           |  |                             |         |      |   |                                    |  |   |                 |   |  |   |          
|Total liabilities and stockholders equity |  | $                           | 299,187 |      | $ | 1,130,050                          |  | $ | (306,692        | ) |  | $ | 1,122,545
|                                           |  |                             |         |      |   |                                    |  |   |                 |   |  |   |          



19



---

##### Table of Contents

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

Quarter Ended June 30, 2007



|                                                     |  |                             |         |   |      |   |         |                                    |  |                 |        |  |   |         |  
|---------------------------------------------------- |  | --------------------------- | ------- | - | ---- | - | ------- | ---------------------------------- |  | --------------- | ------ |  | - | ------- | -
|                                                     |  | WPC andSubsidiaryGuarantors |         |   | WPSC |   |         | ConsolidatingandEliminatingEntries |  | WPCConsolidated |       
|Income Data                                          |  |                             |         |   |      |   |         |                                    |  |                 |        |  |   |         |  
|Net sales                                            |  | $                           |        |   |      | $ | 466,977 |                                    |  | $               |       |  | $ | 466,977 |  
|Cost of sales                                        |  |                             |        |   |      |   | 474,284 |                                    |  |                 |       |  |   | 474,284 |  
|Depreciation and amortization expense                |  |                             |        |   |      |   | 9,260   |                                    |  |                 |       |  |   | 9,260   |  
|Selling, administrative and general expense          |  |                             | 997     |   |      |   | 17,870  |                                    |  |                 |       |  |   | 18,867  |  
|                                                     |  |                             |         |   |      |   |         |                                    |  |                 |        |  |   |         |  
|Operating loss                                       |  |                             | (997    | ) |      |   | (34,437 | )                                  |  |                 |       |  |   | (35,434 | )
|Interest expense                                     |  |                             | (2,051  | ) |      |   | (8,943  | )                                  |  |                 | 834    |  |   | (10,160 | )
|Other income including equity earnings of affiliates |  |                             | (38,541 | ) |      |   | 4,005   |                                    |  |                 | 38,541 |  |   | 4,005   |  
|                                                     |  |                             |         |   |      |   |         |                                    |  |                 |        |  |   |         |  
|Loss before income taxes                             |  |                             | (41,589 | ) |      |   | (39,375 | )                                  |  |                 | 39,375 |  |   | (41,589 | )
|Income tax benefit                                   |  |                             |        |   |      |   |        |                                    |  |                 |       |  |   |        |  
|                                                     |  |                             |         |   |      |   |         |                                    |  |                 |        |  |   |         |  
|Net loss                                             |  | $                           | (41,589 | ) |      | $ | (39,375 | )                                  |  | $               | 39,375 |  | $ | (41,589 | )
|                                                     |  |                             |         |   |      |   |         |                                    |  |                 |        |  |   |         |  

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

Quarter Ended June 30, 2006



|                                                     |  |                             |       |   |      |   |         |                                    |  |   |                 |   |  |   |         |  
|---------------------------------------------------- |  | --------------------------- | ----- | - | ---- | - | ------- | ---------------------------------- |  | - | --------------- | - |  | - | ------- | -
|                                                     |  | WPC andSubsidiaryGuarantors |       |   | WPSC |   |         | ConsolidatingandEliminatingEntries |  |   | WPCConsolidated |  
|Income Data                                          |  |                             |       |   |      |   |         |                                    |  |   |                 |   |  |   |         |  
|Net sales                                            |  | $                           |      |   |      | $ | 493,925 |                                    |  | $ |                |   |  | $ | 493,925 |  
|Cost of sales                                        |  |                             |      |   |      |   | 445,384 |                                    |  |   |                |   |  |   | 445,384 |  
|Depreciation and amortization expense                |  |                             |      |   |      |   | 8,830   |                                    |  |   |                |   |  |   | 8,830   |  
|Selling, administrative and general expense          |  |                             | 476   |   |      |   | 19,949  |                                    |  |   |                |   |  |   | 20,425  |  
|                                                     |  |                             |       |   |      |   |         |                                    |  |   |                 |   |  |   |         |  
|Operating income                                     |  |                             | (476  | ) |      |   | 19,762  |                                    |  |   |                |   |  |   | 19,286  |  
|Interest expense                                     |  |                             |      |   |      |   | (7,024  | )                                  |  |   |                |   |  |   | (7,024  | )
|Other income including equity earnings of affiliates |  |                             | 9,920 |   |      |   | 3,838   |                                    |  |   | (9,920          | ) |  |   | 3,838   |  
|                                                     |  |                             |       |   |      |   |         |                                    |  |   |                 |   |  |   |         |  
|Income before income taxes                           |  |                             | 9,444 |   |      |   | 16,576  |                                    |  |   | (9,920          | ) |  |   | 16,100  |  
|Income tax provision                                 |  |                             | 115   |   |      |   | 5,118   |                                    |  |   |                |   |  |   | 5,233   |  
|                                                     |  |                             |       |   |      |   |         |                                    |  |   |                 |   |  |   |         |  
|Income before minority interest                      |  |                             | 9,329 |   |      |   | 11,458  |                                    |  |   | (9,920          | ) |  |   | 10,867  |  
|Minority interest                                    |  |                             |      |   |      |   | (1,538  | )                                  |  |   |                |   |  |   | (1,538  | )
|                                                     |  |                             |       |   |      |   |         |                                    |  |   |                 |   |  |   |         |  
|Net income                                           |  | $                           | 9,329 |   |      | $ | 9,920   |                                    |  | $ | (9,920          | ) |  | $ | 9,329   |  
|                                                     |  |                             |       |   |      |   |         |                                    |  |   |                 |   |  |   |         |  



20



---

##### Table of Contents

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

Six Months Ended June 30, 2007



|                                                     |  |                             |          |   |      |   |         |                                    |  |                 |        |  |   |          |  
|---------------------------------------------------- |  | --------------------------- | -------- | - | ---- | - | ------- | ---------------------------------- |  | --------------- | ------ |  | - | -------- | -
|                                                     |  | WPC andSubsidiaryGuarantors |          |   | WPSC |   |         | ConsolidatingandEliminatingEntries |  | WPCConsolidated |       
|Income Data                                          |  |                             |          |   |      |   |         |                                    |  |                 |        |  |   |          |  
|Net sales                                            |  | $                           |         |   |      | $ | 864,698 |                                    |  | $               |       |  | $ | 864,698  |  
|Cost of sales                                        |  |                             |         |   |      |   | 890,556 |                                    |  |                 |       |  |   | 890,556  |  
|Depreciation and amortizaton expense                 |  |                             |         |   |      |   | 18,816  |                                    |  |                 |       |  |   | 18,816   |  
|Selling, administrative and general expense          |  |                             | 2,219    |   |      |   | 41,432  |                                    |  |                 |       |  |   | 43,651   |  
|                                                     |  |                             |          |   |      |   |         |                                    |  |                 |        |  |   |          |  
|Operating loss                                       |  |                             | (2,219   | ) |      |   | (86,106 | )                                  |  |                 |       |  |   | (88,325  | )
|Interest expense                                     |  |                             | (2,410   | ) |      |   | (18,249 | )                                  |  |                 | 967    |  |   | (19,692  | )
|Other income including equity earnings of affiliates |  |                             | (96,856  | ) |      |   | 6,532   |                                    |  |                 | 96,856 |  |   | 6,532    |  
|                                                     |  |                             |          |   |      |   |         |                                    |  |                 |        |  |   |          |  
|Loss before income taxes                             |  |                             | (101,485 | ) |      |   | (97,823 | )                                  |  |                 | 97,823 |  |   | (101,485 | )
|Income tax benefit                                   |  |                             |         |   |      |   |        |                                    |  |                 |       |  |   |         |  
|                                                     |  |                             |          |   |      |   |         |                                    |  |                 |        |  |   |          |  
|Net loss                                             |  | $                           | (101,485 | ) |      | $ | (97,823 | )                                  |  | $               | 97,823 |  | $ | (101,485 | )
|                                                     |  |                             |          |   |      |   |         |                                    |  |                 |        |  |   |          |  

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

Six Months Ended June 30, 2006



|                                                     |  |                             |        |   |      |   |         |                                    |  |   |                 |   |  |   |         |  
|---------------------------------------------------- |  | --------------------------- | ------ | - | ---- | - | ------- | ---------------------------------- |  | - | --------------- | - |  | - | ------- | -
|                                                     |  | WPC andSubsidiaryGuarantors |        |   | WPSC |   |         | ConsolidatingandEliminatingEntries |  |   | WPCConsolidated |  
|Income Data                                          |  |                             |        |   |      |   |         |                                    |  |   |                 |   |  |   |         |  
|Net sales                                            |  | $                           |       |   |      | $ | 930,903 |                                    |  | $ |                |   |  | $ | 930,903 |  
|Cost of sales                                        |  |                             |       |   |      |   | 853,502 |                                    |  |   |                |   |  |   | 853,502 |  
|Depreciation and amortizaton expense                 |  |                             |       |   |      |   | 17,137  |                                    |  |   |                |   |  |   | 17,137  |  
|Selling, administrative and general expense          |  |                             | 2,495  |   |      |   | 38,580  |                                    |  |   |                |   |  |   | 41,075  |  
|                                                     |  |                             |        |   |      |   |         |                                    |  |   |                 |   |  |   |         |  
|Operating income                                     |  |                             | (2,495 | ) |      |   | 21,684  |                                    |  |   |                |   |  |   | 19,189  |  
|Interest expense                                     |  |                             |       |   |      |   | (13,175 | )                                  |  |   |                |   |  |   | (13,175 | )
|Other income including equity earnings of affiliates |  |                             | 9,829  |   |      |   | 6,654   |                                    |  |   | (9,829          | ) |  |   | 6,654   |  
|                                                     |  |                             |        |   |      |   |         |                                    |  |   |                 |   |  |   |         |  
|Income before income taxes                           |  |                             | 7,334  |   |      |   | 15,163  |                                    |  |   | (9,829          | ) |  |   | 12,668  |  
|Income tax provision                                 |  |                             | 115    |   |      |   | 5,118   |                                    |  |   |                |   |  |   | 5,233   |  
|                                                     |  |                             |        |   |      |   |         |                                    |  |   |                 |   |  |   |         |  
|Income before minority interest                      |  |                             | 7,219  |   |      |   | 10,045  |                                    |  |   | (9,829          | ) |  |   | 7,435   |  
|Minority interest                                    |  |                             |       |   |      |   | (216    | )                                  |  |   |                |   |  |   | (216    | )
|                                                     |  |                             |        |   |      |   |         |                                    |  |   |                 |   |  |   |         |  
|Net income                                           |  | $                           | 7,219  |   |      | $ | 9,829   |                                    |  | $ | (9,829          | ) |  | $ | 7,219   |  
|                                                     |  |                             |        |   |      |   |         |                                    |  |   |                 |   |  |   |         |  



21



---

##### Table of Contents

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

Six Months Ended June 30, 2007



|                                               |  |                             |         |   |      |   |         |                                    |  |   |                 |   |  |   |         |  
|---------------------------------------------- |  | --------------------------- | ------- | - | ---- | - | ------- | ---------------------------------- |  | - | --------------- | - |  | - | ------- | -
|                                               |  | WPC andSubsidiaryGuarantors |         |   | WPSC |   |         | ConsolidatingandEliminatingEntries |  |   | WPCConsolidated |  
|Net cash used in operating activities          |  | $                           | (418    | ) |      | $ | (34,503 | )                                  |  | $ |                |   |  | $ | (34,921 | )
|                                               |  |                             |         |   |      |   |         |                                    |  |   |                 |   |  |   |         |  
|Investing activities:                          |  |                             |         |   |      |   |         |                                    |  |   |                 |   |  |   |         |  
|Capital expenditures                           |  |                             |        |   |      |   | (13,393 | )                                  |  |   |                |   |  |   | (13,393 | )
|Investment and advances to affiliates          |  |                             |        |   |      |   | (29,721 | )                                  |  |   |                |   |  |   | (29,721 | )
|Loan to subsidiary                             |  |                             | (50,000 | ) |      |   |        |                                    |  |   | 50,000          |   |  |   |        |  
|Other                                          |  |                             |        |   |      |   | 1,440   |                                    |  |   |                |   |  |   | 1,440   |  
|                                               |  |                             |         |   |      |   |         |                                    |  |   |                 |   |  |   |         |  
|Net cash used in investing activities          |  |                             | (50,000 | ) |      |   | (41,674 | )                                  |  |   | 50,000          |   |  |   | (41,674 | )
|                                               |  |                             |         |   |      |   |         |                                    |  |   |                 |   |  |   |         |  
|Financing activities:                          |  |                             |         |   |      |   |         |                                    |  |   |                 |   |  |   |         |  
|Net borrowings                                 |  |                             | 50,000  |   |      |   | 65,187  |                                    |  |   | (50,000         | ) |  |   | 65,187  |  
|Change in book overdraft                       |  |                             |        |   |      |   | (2,754  | )                                  |  |   |                |   |  |   | (2,754  | )
|Issuance of common stock                       |  |                             | 418     |   |      |   |        |                                    |  |   |                |   |  |   | 418     |  
|                                               |  |                             |         |   |      |   |         |                                    |  |   |                 |   |  |   |         |  
|Net cash provided by financing activities      |  |                             | 50,418  |   |      |   | 62,433  |                                    |  |   | (50,000         | ) |  |   | 62,851  |  
|                                               |  |                             |         |   |      |   |         |                                    |  |   |                 |   |  |   |         |  
|Net decrease in cash and cash equivalents      |  |                             |        |   |      |   | (13,744 | )                                  |  |   |                |   |  |   | (13,744 | )
|Cash and cash equivalents, beginning of period |  |                             |        |   |      |   | 21,842  |                                    |  |   |                |   |  |   | 21,842  |  
|                                               |  |                             |         |   |      |   |         |                                    |  |   |                 |   |  |   |         |  
|Cash and cash equivalents, end of period       |  | $                           |        |   |      | $ | 8,098   |                                    |  | $ |                |   |  | $ | 8,098   |  
|                                               |  |                             |         |   |      |   |         |                                    |  |   |                 |   |  |   |         |  

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

Six Months Ended June 30, 2006



|                                                            |  |                             |   |      |   |         |                                    |  |                 |   |  |   |         |  
|----------------------------------------------------------- |  | --------------------------- | - | ---- | - | ------- | ---------------------------------- |  | --------------- | - |  | - | ------- | -
|                                                            |  | WPC andSubsidiaryGuarantors |   | WPSC |   |         | ConsolidatingandEliminatingEntries |  | WPCConsolidated |  
|Net cash used in operating activities                       |  | $                           |  |      | $ | (44,437 | )                                  |  | $               |  |  | $ | (44,437 | )
|                                                            |  |                             |   |      |   |         |                                    |  |                 |   |  |   |         |  
|Investing activities:                                       |  |                             |   |      |   |         |                                    |  |                 |   |  |   |         |  
|Capital expenditures                                        |  |                             |  |      |   | (58,245 | )                                  |  |                 |  |  |   | (58,245 | )
|Change in restricted cash used to fund capital expenditures |  |                             |  |      |   | (10,686 | )                                  |  |                 |  |  |   | (10,686 | )
|Other                                                       |  |                             |  |      |   | 888     |                                    |  |                 |  |  |   | 888     |  
|                                                            |  |                             |   |      |   |         |                                    |  |                 |   |  |   |         |  
|Net cash used in investing activities                       |  |                             |  |      |   | (68,043 | )                                  |  |                 |  |  |   | (68,043 | )
|                                                            |  |                             |   |      |   |         |                                    |  |                 |   |  |   |         |  
|Financing activities:                                       |  |                             |   |      |   |         |                                    |  |                 |   |  |   |         |  
|Net borrowings                                              |  |                             |  |      |   | 64,028  |                                    |  |                 |  |  |   | 64,028  |  
|Change in book overdraft                                    |  |                             |  |      |   | (8,287  | )                                  |  |                 |  |  |   | (8,287  | )
|Minority interest investment in subsidiary                  |  |                             |  |      |   | 60,000  |                                    |  |                 |  |  |   | 60,000  |  
|                                                            |  |                             |   |      |   |         |                                    |  |                 |   |  |   |         |  
|Net cash provided by financing activities                   |  |                             |  |      |   | 115,741 |                                    |  |                 |  |  |   | 115,741 |  
|                                                            |  |                             |   |      |   |         |                                    |  |                 |   |  |   |         |  
|Net increase in cash and cash equivalents                   |  |                             |  |      |   | 3,261   |                                    |  |                 |  |  |   | 3,261   |  
|Cash and cash equivalents, beginning of period              |  |                             |  |      |   | 8,863   |                                    |  |                 |  |  |   | 8,863   |  
|                                                            |  |                             |   |      |   |         |                                    |  |                 |   |  |   |         |  
|Cash and cash equivalents, end of period                    |  | $                           |  |      | $ | 12,124  |                                    |  | $               |  |  | $ | 12,124  |  
|                                                            |  |                             |   |      |   |         |                                    |  |                 |   |  |   |         |  



22



---

##### Table of Contents

PART IIOTHER INFORMATION



|Item 6. | EXHIBITS
|------- | --------



|(a) | Exhibits
|--- | --------



|            |  |                                                                                                                                                                                   
|----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                       
|31.1        |  | Certification of James P. Bouchard, 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 P. Bouchard, 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)                            



23



---

##### Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant
has duly caused this quarterly report on Form 10-Q/A 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: October 8, 2007



24