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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



|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  þ    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  þ                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  þ

Applicable only to registrants involved in bankruptcy proceedings during the preceding five years:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes  þ    No ̈

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.



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##### Table of Contents

TABLE OF CONTENTS



|                               |  |                                                                                       |  |     
|------------------------------ |  | ------------------------------------------------------------------------------------- |  | ----
|                               |  |                                                                                       |  | Page
|PART I - FINANCIAL INFORMATION |  |                                                                                      
|Item 1.                        |  | Financial Statements:                                                                 |  |     
|                               |  | Condensed Consolidated Statements of Operations (Unaudited)                           |  | 1   
|                               |  | Condensed Consolidated Balance Sheets (Unaudited)                                     |  | 2   
|                               |  | Condensed Consolidated Statements of Cash Flows (Unaudited)                           |  | 3   
|                               |  | Condensed Consolidated Statements of Changes in Stockholders Equity (Unaudited)      |  | 4   
|                               |  | Notes to Condensed Consolidated Financial Statements (Unaudited)                      |  | 5   
|                               |  |                                                                                      
|Item 2.                        |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 22  
|                               |  |                                                                                      
|Item 3.                        |  | Quantitative and Qualitative Disclosures About Market Risk                            |  | 38  
|                               |  |                                                                                      
|Item 4.                        |  | Controls and Procedures                                                               |  | 39  
|                               | 
|PART II - OTHER INFORMATION    |  |                                                                                      
|Item 1.                        |  | Legal Proceedings                                                                     |  | 40  
|Item 1A.                       |  | Risk Factors                                                                          |  | 40  
|Item 6.                        |  | Exhibits                                                                              |  | 41  
|                               | 
|SIGNATURES                     |  | 43                                                                                   



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##### 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.



1



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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 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.



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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.



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WHEELING-PITTSBURGH CORPORATION AND SUBSIDIARIES

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

---

(Dollars in thousands)



|                                                 |  |                            |          |   |             |   |                          |  |                     |         |  |               |          |   |                                               |   |      |       |  |   |        |   |  |   |          |  
|------------------------------------------------ |  | -------------------------- | -------- | - | ----------- | - | ------------------------ |  | ------------------- | ------- |  | ------------- | -------- | - | --------------------------------------------- | - | ---- | ----- |  | - | ------ | - |  | - | -------- | -
|                                                 |  | Compre-hensiveIncome(Loss) |          |   | CommonStock |   | AdditionalPaid-inCapital |  | Accumu-latedDeficit |         |  | TreasuryStock |          |   | Accumu-lated OtherComprehen-sive Income(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.



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##### 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



5



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##### Table of Contents

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.

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,



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the Company had a note receivable due from MSC of $3,723, which bears interest at the prime rate, plus 1.25%, 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.



7



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##### Table of Contents

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.

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
|                               |  |         |   |  |                              |       |                         |   |   



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##### Table of Contents

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.

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
|                           |  |              |   |  |                                     |      



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##### 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.



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##### 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 MonthsEnded June 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



11



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##### 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



12



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##### Table of Contents

and Esmark at a price of $20 per share, or, if not consummated, the notes are payable in cash on November 15, 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.



13



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##### 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, current information would not suggest that it is probable 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.



14



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##### 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.



15



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##### 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.



16



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##### Table of Contents

CONDENSED CONSOLIDATING BALANCE SHEET June 30, 2007WPC andSubsidiaryGuarantors

WPSC

ConsolidatingandEliminatingEntries


WPCConsolidatedAssetsCash and cash equivalents

$


$
8,098

$



$
8,098Trade accounts receivables





217,861






217,861Inventories





225,394






225,394Other current assets


122


22,459






22,581Total current assets


122


473,812






473,934Intercompany receivables


50,000


10,838


(60,838
)


Investments and advances in affiliates


197,089


130,676


(197,089
)


130,676Property, plant and equipment, net


2,255


445,504






447,759Other non-current assets


896


32,177






33,073Total assets

$
250,362

$
1,093,007

$
(257,927
)

$
1,085,442Liabilities and stockholders equityAccounts payable

$


$
199,572

$



$
199,572Short-term debt, including current portion





376,896






376,896Convertible debt


42,376


23,000






65,376Other current liabilities


3,062


97,293






100,355Total current liabilities


45,438


696,761






742,199Intercompany payable


10,838


50,000


(60,838
)


Long-term debt





13,356






13,356Other non-current liabilities


122


135,801






135,923Stockholders equity


193,964


197,089


(197,089
)


193,964Total liabilities and stockholders equity

$
250,362

$
1,093,007

$
(257,927
)

$
1,085,442




17



---

##### Table of Contents

CONDENSED CONSOLIDATING BALANCE SHEET December 31, 2006WPC andSubsidiaryGuarantors

WPSC

ConsolidatingandEliminatingEntries


WPCConsolidatedAssetsCash and cash equivalents

$


$
21,842

$



$
21,842Trade accounts receivables





138,513






138,513Inventories





212,221






212,221Other current assets


122


27,789






27,911Total current assets


122


400,365






400,487Intercompany receivables





10,778


(10,778
)


Investments and advances in affiliates


295,914


53,585


(295,914
)


53,585Property, plant and equipment, net


2,255


623,955






626,210Restricted cash





2,163






2,163Other non-current assets


896


39,204






40,100Total assets

$
299,187

$
1,130,050

$
(306,692
)

$
1,122,545Liabilities and stockholders equityAccounts payable

$


$
99,536

$



$
99,536Short-term debt





110,000






110,000Other current liabilities


2,094


115,918






118,012Total current liabilities


2,094


325,454






327,548Intercompany payable


10,778





(10,778
)


Long-term debt





254,961






254,961Other non-current liabilities


122


147,431






147,553Minority interest





106,290






106,290Stockholders equity


286,193


295,914


(295,914
)


286,193Total liabilities and stockholders equity

$
299,187

$
1,130,050

$
(306,692
)

$
1,122,545




18



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##### Table of Contents

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS Quarter Ended June 30, 2007WPC andSubsidiaryGuarantors


WPSC


ConsolidatingandEliminatingEntries


WPCConsolidatedIncome DataNet sales

$



$
466,977


$



$
466,977Cost of sales






474,284







474,284Depreciation and amortization expense






9,260







9,260Selling, administrative and general expense


997



17,870







18,867Operating 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



4,005Loss 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, 2006WPC andSubsidiaryGuarantors


WPSC


ConsolidatingandEliminatingEntries


WPCConsolidatedIncome DataNet sales

$



$
493,925


$



$
493,925Cost of sales






445,384







445,384Depreciation and amortization expense






8,830







8,830Selling, administrative and general expense


476



19,949







20,425Operating income


(476
)


19,762







19,286Interest expense






(7,024
)






(7,024
)Other income including equity earnings of affiliates


9,920



3,838



(9,920
)


3,838Income before income taxes


9,444



16,576



(9,920
)


16,100Income tax provision


115



5,118







5,233Income before minority interest


9,329



11,458



(9,920
)


10,867Minority interest






(1,538
)






(1,538
)Net income

$
9,329


$
9,920


$
(9,920
)

$
9,329




19



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##### Table of Contents

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS Six Months Ended June 30, 2007WPC andSubsidiaryGuarantors


WPSC


ConsolidatingandEliminatingEntries


WPCConsolidatedIncome DataNet sales

$



$
864,698


$



$
864,698Cost of sales






890,556







890,556Depreciation and amortization expense






18,816







18,816Selling, administrative and general expense


2,219



41,432







43,651Operating 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



6,532Loss 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, 2006WPC andSubsidiaryGuarantors


WPSC


ConsolidatingandEliminatingEntries


WPCConsolidatedIncome DataNet sales

$



$
930,903


$



$
930,903Cost of sales






853,502







853,502Depreciation and amortizaton expense






17,137







17,137Selling, administrative and general expense


2,495



38,580







41,075Operating income


(2,495
)


21,684







19,189Interest expense






(13,175
)






(13,175
)Other income including equity earnings of affiliates


9,829



6,654



(9,829
)


6,654Income before income taxes


7,334



15,163



(9,829
)


12,668Income tax provision


115



5,118







5,233Income before minority interest


7,219



10,045



(9,829
)


7,435Minority interest






(216
)






(216
)Net income

$
7,219


$
9,829


$
(9,829
)

$
7,219




20



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##### Table of Contents

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Six Months Ended June 30, 2007WPC andSubsidiaryGuarantors


WPSC


ConsolidatingandEliminatingEntries


WPCConsolidatedNet 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







1,440Net cash used in investing activities


(50,000
)


(41,674
)


50,000



(41,674
)Financing activities:Net borrowings


50,000



65,187



(50,000
)


65,187Change in book overdraft






(2,754
)






(2,754
)Issuance of common stock


418











418Net cash provided by financing activities


50,418



62,433



(50,000
)


62,851Net decrease in cash and cash equivalents






(13,744
)






(13,744
)Cash and cash equivalents, beginning of period






21,842







21,842Cash and cash equivalents, end of period

$



$
8,098


$



$
8,098CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Six Months Ended June 30, 2006WPC andSubsidiaryGuarantors


WPSC


ConsolidatingandEliminatingEntries


WPCConsolidatedNet 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







888Net cash used in investing activities






(68,043
)






(68,043
)Financing activities:Net borrowings






64,028







64,028Change in book overdraft






(8,287
)






(8,287
)Minority interest investment in subsidiary






60,000







60,000Net cash provided by financing activities






115,741







115,741Net increase in cash and cash equivalents






3,261







3,261Cash and cash equivalents, beginning of period






8,863







8,863Cash and cash equivalents, end of period

$



$
12,124


$



$
12,124




21



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##### Table of Contents

|Item 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

FORWARD-LOOKING STATEMENTS CAUTIONARY LANGUAGE

Certain sections of Managements Discussion and Analysis of
Financial Condition and Results of Operations relate to future events and expectations and, as such, constitute forward-looking statements. These statements often include words such as anticipate, believe,
estimate, expect, intend, plan, project, target, can, could, may, should, will, would or similar
expressions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be different form those expressed or implied in the forward-looking
statements. For a discussion of some of the risk factors that may cause such a difference, see Note 17 to the Condensed Consolidated Financial Statements, the disclosures included below under Quantitative and Qualitative Disclosures About Market
Risk, and Item 1, Item 1A, Risk Factors, in our Annual Report on Form 10-K for the fiscal year ended December 31, 2006.

OVERVIEW

We, through WPSC, our wholly-owned principal operating subsidiary, produce
flat rolled steel products for converters and processors and steel service centers, and the construction, agriculture and container industries. Our product offerings are focused predominantly on higher value-added finished steel products such as
cold rolled products, fabricated products and tin and zinc coated products. Higher value-added products comprised 53.4% of our shipments during the first six months of 2007. In addition, we produce hot rolled steel products, which represent the
least processed of our finished goods. The commissioning of our Consteel® electric arc furnace (EAF), along with the de-commissioning of one of our two blast furnaces, has transformed our
operations from an integrated producer of steel to a hybrid producer with characteristics of both an integrated producer and a mini-mill.

WCC, an
operating division of WPSC, manufactures our fabricated steel products for the construction, agricultural and highway industries. WCC products represented 20.5% of our steel tonnage shipped during the first six months of 2007. WPSC also has
ownership interests in three significant joint ventures. Wheeling-Nisshin and OCC, which together consumed 14.8% of our steel tonnage shipped during the first six months of 2007, in the aggregate represented 12.7% of our net sales for the first six
months of 2007. Wheeling-Nisshin and OCC produce value-added steel products from materials and products primarily supplied by us. MSC owns and operates the coke plant facility that we contributed to it. MSC sells the coke produced by the coke plant
to us and our joint venture partner.

We are engaged in one line of business and operate in one business segment, the production, processing, fabrication
and sale of steel and steel products. Our sales are made to customers, substantially all of which are located in the United States. All of our operating assets are located in the United States.

Prior to August 1, 2003, we were a wholly-owned subsidiary of WHX Corporation. On November 16, 2000, we and eight of our then-existing wholly-owned
subsidiaries, which represented substantially all of our business, filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code, and emerged from bankruptcy on August 1, 2003.

Recent Developments

Operating Loss and Liquidity

We incurred an operating loss of $35.4 million during the second quarter of 2007. At June 30, 2007, $150.7 million was outstanding under our revolving credit
agreement and we had outstanding letters of credit of $27.9 million. At June 30, 2007, we had liquidity and capital resources of $54.5 million, consisting of cash and cash equivalents of $8.1 million and $46.4 million of availability under our
revolving credit facility.

During the six months ended June 30, 2007, we incurred unexpected substantial net losses 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. In addition, restrictions in our revolving
credit agreement prevent us from making full use of our available inventory and receivables as eligible collateral. Management anticipates that we may require additional financing in the foreseeable future. Further, based on managements
current projected results of operations, it is more likely than not that we will not be



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able to comply with the fixed charge coverage ratio covenant under our term loan agreement, as amended, which will become effective again as of April 1,
2008. In the past, we have been able to obtain relief from such covenants. At this time, however, management cannot assure that it will be able to obtain such covenant relief or that we will be able to improve our results of operations or obtain
additional financing. Additionally, our independent registered public accounting firm included an explanatory paragraph in its report on the consolidated financial statements included in our Form 10-K/A for the year ended December 31, 2006 that
indicated that there is substantial doubt about our ability to continue as a going concern.

Management expects to resolve these issues through the
proposed business combination with Esmark or through other actions. The Esmark combination would provide, as a result of a planned purchase rights feature, additional liquidity of between $50 and $200 million, depending on the exercise of the
planned put rights feature. Additional liquidity may also be available as a result of a new revolving credit facility which is expected to be entered into by the combined company (New Esmark). In addition, if our operating results improve through
higher sales volume and/or pricing, including the sale of products processed from slabs purchased at competitive costs, or through operating cost or productivity improvements, our need for additional financing could be mitigated. Also, management
believes additional financing could be obtained which might include, but not be limited to, (i.) amending our revolving credit facility to allow for access to additional availability, (ii.) refinancing of our term loan agreement to eliminate or
modify the existing financial covenant, (iii.) an equity or rights offering under our existing $125 million shelf registration statement, (iv.) raising additional capital through a private placement offering, or (v.) 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.

Production, Shipments and Pricing

Our EAF produced 317,536 tons of
liquid steel during the second quarter of 2007 and our basic oxygen furnace produced 310,474 tons of liquid steel during the second quarter of 2007, yielding 609,024 tons of steel slab production. During the second quarter of 2007, we purchased
56,172 tons of steel slabs and 55,646 tons of hot and cold-rolled steel coils. Our steel shipments during the second quarter of 2007 totaled 684,592 tons. Steel prices increased during the second quarter of 2007, with the average per ton selling
price of our hot-rolled steel increasing from $500 per ton in March 2007 to $529 per ton in June 2007.

Raw Materials

Critical raw material inputs, principally scrap, pig iron and purchased slabs reflected price increases during the second quarter of 2007 as compared to the first quarter
of 2007. The cost of coke decreased during the second quarter of 2007 as compared to the first quarter of 2007.

Insurance Recovery

During the second quarter of 2007, we received formal notification of and accrued $9.5 million in final settlement of a business interruption insurance claim relating to
an insurable event that occurred in December 2004. This amount was recorded as a reduction of cost of goods sold in the second quarter of 2007.

Litigation

On July 2, 2007, a jury awarded us and MSC $119.85 million in compensatory damages and $100.0 million in punitive damages
in a lawsuit we filed in Brooke County, West Virginia Circuit Court against Massey Energy Company and its subsidiary, Central West Virginia Energy Company, seeking substantial monetary damages for breach of a metallurgical coal supply contract
between us 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 $24.1 million. The court also granted judgment on a counterclaim by Massey, the value of which with pre-judgment interest totaled approximately $4.5 million. 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 $239.4 million. 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.

On June 6, 2007, Herman Strauss, Inc. (Strauss) commenced an arbitration proceeding against us arising out of the
termination, in the first quarter of 2007, of three agreements dated April 8, 2004, between us and Strauss relating to



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##### Table of Contents

the supply and processing of steel scrap by Strauss. That termination arose out of the failure to resolve several issues, including workplace safety
practices, billing issues and other significant matters, relating to Strauss performance under those agreements. In our responsive filing, we have asserted substantial claims arising out of Strauss performance and practices under
the agreements.

On June 7, 2007, Metal Management, Inc. (MMI), filed a complaint against us in the Supreme Court of the State of New York alleging
breach of contract relating to a series of purchase orders issued by us to MMI for steel scrap. The litigation filed by MMI was in response to our June 4, 2007 written notification that, due to an unacceptable number of scrap quality
deficiencies, we were rejecting and would accept no further deliveries of several grades of steel scrap. The June 4, 2007 notice of default was preceded by several weeks of efforts by us to react to, and mitigate injuries arising out of,
these steel scrap quality deficiencies. We also advised MMI on June 4, 2007 that, subject to compliance with specifications, we would continue to accept delivery of, and make timely payment for, the two remaining scrap grades ordered by
us. To date, we have made payments of over $31.0 million (subsequently amended to $28.2 million) to MMI for steel scrap ($10.2 million of which were made subsequent to MMI commencing litigation). A significant portion of the claim asserted
in MMIs lawsuit is for scrap that was rejected as out-of-specification as well as for amounts that are not yet due under existing contractual terms. We will file a responsive pleading in due course and intend to vigorously assert our
claims relative to MMIs failure to comply with scrap specifications.

There can be no assurance as to the outcome of these actions or their effect on
our financial condition or results of operations.

Credit Arrangements and Covenant Compliance

On May 9, 2007, the revolving credit agreement was amended to allow us to access an additional $5.0 million of collateral in excess of the $225.0 million commitment
under the facility through the third quarter of 2007. As a result, we will be able to access up to $50.0 million of such excess collateral as additional borrowing availability over and above the $225.0 million commitment amount through the third
quarter of 2007. Provided that sufficient collateral will support such borrowings, we will be permitted to borrow the entire $225.0 million amount under the facility during the third quarter of 2007 and at reduced amounts thereafter. All other terms
remain substantially the same.

Under the terms of our revolving credit agreement, as amended, we are required to maintain a consolidated fixed charge
coverage ratio of at least 1.0:1 (computed based on the four most recently completed quarters) or maintain minimum borrowing availability of $50.0 million at all times for quarters ending on March 31, 2007 through September 30, 2008 and
for periods after October 1, 2008. We were in compliance with the financial covenants under our revolving credit agreement, as amended, as of June 30, 2007.

Under the terms of our term loan agreement, as amended, we are required to maintain a consolidated fixed charge coverage ratio, effective as of the first day following the end of the period of four consecutive
quarters of at least (i) 1.1:1 for quarters ending March 31, 2008 through September 30, 2009, (ii) 1.2:1 for quarters ending December 31, 2008 through September 30, 2008, and (iii) 1.3:1 for quarters ending
December 31, 2009 through June 30, 2010. We were not required to comply with any financial covenant under our term loan agreement, as amended, as of June 30, 2007.

During the six months ended June 30, 2007, we incurred unexpected substantial net losses 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. In addition, restrictions in our revolving credit agreement prevent us from making full use of our available inventory and receivables as
eligible collateral. Management anticipates that we may require additional financing in the foreseeable future. Further, based on managements current projected results of operations, it is more likely than not that we will not be able to
comply with the fixed charge coverage ratio covenant under our term loan agreement, as amended, which will become effective again as of April 1, 2008.



24



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##### Table of Contents

Private Placement

On
May 8, 2007, we issued $23.0 million of senior unsecured exchangeable promissory notes in a private placement to certain unrelated institutional investors. Pursuant to terms of the notes, the notes are exchangeable into common stock of
New Esmark upon consummation of a business combination between us and Esmark at a price of $20 per share, or if not consummated, the notes are payable in cash on November 15, 2008. Interest is payable in cash at a per annum rate of
6% payable quarterly in arrears. In the event that the combination between us and Esmark is not consummated by January 1, 2008 or extended under the terms of the notes, the per annum interest rate will increase to 14% retroactively to the
issuance date. The $23.0 million was used for general corporate purposes.

Merger Proposal

On March 16, 2007, the Company and Esmark entered into a definitive merger agreement providing for the formation of a new holding company (New Esmark) in which our
existing stockholders would receive one share of New Esmarks common stock for each share of our common stock held by each of our stockholders. Esmark stockholders would receive 17.5 million shares of New Esmarks common stock in
the aggregate, plus additional shares of common stock for any new equity raised by Esmark prior to May 15, 2007. In addition to the share for share exchange, our stockholders may elect to receive either (1) a put right allowing the
stockholder to put back to New Esmark within a ten day period each of the shares of New Esmark that were issued to such stockholder in the exchange for $20.00 per share, subject to a maximum of $150.0 million being paid for all exercised put
elections, or (2) an underwritten right to purchase one additional share of New Esmark common stock for each share of our stock that was exchanged by such stockholder at $19.00 per share within a ten day period, subject to a maximum of $200.0
million worth of New Esmarks common stock (at such $19.00 price) being purchased under the purchase rights. As a condition to the closing of the combination, Franklin Mutual Advisers, LLC (Franklin) and us are required to enter into a
standby purchase agreement that will require Franklin to purchase any of the foregoing unexercised purchase rights (up to a maximum of $200.0 million) and that, in any event, will obligate us to provide Franklin a minimum of $50.0 million in
purchase rights. In each case, Franklin's purchase rights are exercisable at a $19.00 per share price. Both the put and rights elections are subject to proration if the elections exceed the specified amounts. The transactions contemplated by
the definitive agreement are subject to stockholder approval.

RESULTS OF OPERATIONS

Quarter ended June 30, 2007 versus quarter ended June 30, 2006

Net sales for the second quarter of 2007
totaled $467.0 million as compared to net sales of $493.9 million for the second quarter of 2006. Net sales for the second quarter of 2006 included $15.0 million from the sale of coke to our joint venture partner. Net sales of steel products for the
second quarter of 2007 totaled $467.0 million on steel shipments of 684,592 tons, or $682 per ton. Net sales of steel products for the second quarter of 2006 totaled $478.9 million on steel shipments of 667,944 tons, or $717 per ton. The decrease in
net sales was due to a decrease in the average selling price of steel products of $35 per ton and a decrease in the sale of coke, offset by an increase in the volume of steel products sold.

Cost of sales for the second quarter of 2007 totaled $474.3 million as compared to cost of sales of $445.4 million for the second quarter of 2006. Cost of sales for the
second quarter of 2007 was reduced by an insurance recovery of $9.5 million related to prior year claims. Cost of sales for the second quarter of 2006 included the cost of coke sold of $11.5 and was reduced by insurance recoveries of $0.6 million
related to prior year claims.

Cost of sales of steel products sold during the second quarter of 2007 totaled $483.8 million, or $707 per ton. Cost of
sales of steel products sold during the second quarter of 2006 totaled $434.5 million, or $651 per ton. The overall increase in the cost of steel products sold of $49.3 million resulted principally from an increase in the cost of steel products sold
of $56 per ton and an increase in the volume of steel products sold. The increase in the per ton cost to produce steel products resulted principally from unplanned outages and from changes in the cost of certain raw materials and fuels used in our
steelmaking process. The cost of scrap, pig iron and purchased slabs increased during the second quarter of 2007 as compared to the second quarter of 2006, offset, in part, by a decrease in the cost of coke during the second quarter of 2007 as
compared to the second quarter of 2006.



25



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##### Table of Contents

Depreciation expense for the second quarter of 2007 amounted to $9.3 million as compared to $8.8 million for the second
quarter of 2006, principally due to significant capital expenditures made during 2006.

Selling, general and administrative expense for the second quarter
of 2007 amounted to $18.9 million as compared to $20.4 million for the second quarter of 2006. Selling, general and administrative costs decreased principally due to a decrease in share-based compensation and a reduction in personal property taxes
due to the effect of changes in local tax law during the second quarter of 2007 as compared to the second quarter of 2006.

Interest expense for the second
quarter of 2007 amounted to $10.2 million as compared to $7.0 million for the second quarter of 2006. Average indebtedness outstanding for the second quarter of 2007 approximated $451.6 million as compared to $404.8 million for the second quarter of
2006, and the average rate of interest on all debt outstanding approximated 7.3% during the second quarter of 2007 as compared to 6.9% during the second quarter of 2006. Interest expense increased due to an increase in the amount of debt outstanding
and an increase in the average rate of interest on debt outstanding during the second quarter of 2007 as compared to the second quarter of 2006.

Other
income for the second quarter of 2007 totaled $4.0 million as compared to $3.8 million for the second quarter of 2006. Other income consists primarily of equity earnings from affiliates and interest and other income. Equity earnings from affiliates
increased $0.5 million and interest and other income decreased $0.3 million during the second quarter of 2007 as compared to the second quarter of 2006.

No benefit for income taxes was provided during the second quarter of 2007 as it was not more likely than not that the tax benefit associated with the losses incurred would result in a reduction of future income taxes payable. The provision
for income taxes for the second quarter of 2006 totaled $5.2 million.

As of January 1, 2007, the accounts of MSC were no longer included in our
consolidated financial statements. As a result, no minority interest was recorded during the second quarter of 2007. The minority interest in the earnings of MSC for the second quarter of 2006 totaled $1.5 million.

The net loss for the second quarter of 2007 amounted to $41.6 million as compared to net income of $9.3 million for the second quarter of 2006. The basic and diluted
loss per share was $2.71 for the second quarter of 2007 as compared to basic and diluted earnings per share of $0.64 and $0.63 for the second quarter of 2006, respectively.

Six months ended June 30, 2007 versus six months ended June 30, 2006

Net sales for the six months ended
June 30, 2007 totaled $864.7 million as compared to net sales of $930.9 million for the six months ended June 30, 2006. Net sales for the six months ended June 30, 2006 included $29.8 million from the sale of coke to our joint venture
partner. Net sales of steel products for the six months ended June 30, 2007 totaled $864.7 million on steel shipments of 1,288,485 tons, or $671 per ton. Net sales of steel products for the six months ended June 30, 2006 totaled $901.1
million on steel shipments of 1,288,612 tons, or $699 per ton. The decrease in net sales was due to a decrease in the average selling price of steel products of $28 per ton and a decrease in the sale of coke.

Cost of sales for the six months ended June 30, 2007 totaled $890.6 million as compared to cost of sales of $853.5 million for the six months ended June 30,
2006. Cost of sales for the six months ended June 30, 2007 was reduced by insurance recoveries of $9.5 million related to prior year claims. Cost of sales for the six months ended June 30, 2006 included the cost of coke sold of $24.7
million and was reduced by insurance recoveries of $7.9 million related to prior year claims.

Cost of sales of steel products sold during the six months
ended June 30, 2007 totaled $900.1 million, or $699 per ton. Cost of sales of steel products sold during the six months ended June 30, 2006 totaled $836.7 million, or $649 per ton. The overall increase in the cost of steel products sold of
$63.4 million resulted principally from an increase in the cost of steel products sold of $50 per ton. The increase in the per ton cost to produce steel products resulted principally from unplanned outages and from changes in the cost of certain raw
materials and fuels used in our steelmaking process. The cost of iron ore, scrap, pig iron and zinc increased during the six months ended June 30, 2007 as compared to the six months ended June 30, 2006, offset, in part, by a decrease in
the cost of natural gas



26



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##### Table of Contents

during the six months ended June 30, 2007 as compared to the six months ended June 30, 2006. We also incurred $1.7 million in charges related to
severance costs during the six months ended June 30, 2007.

Depreciation expense for the six months ended June 30, 2007 amounted to $18.8 million
as compared to $17.1 million for the six months ended June 30, 2006, principally due to significant capital expenditures made during 2006.

Selling,
general and administrative expense for the six months ended June 30, 2007 amounted to $43.7 million as compared to $41.1 million for the six months ended June 30, 2006. Selling, general and administrative costs increased principally due to
consulting fees and costs associated with the transition to a new management team during late 2006 and early 2007, offset by a decrease in share-based compensation and a reduction in personal property taxes due to the effect of changes in local tax
law. We also incurred $2.7 million in charges related to severance costs during the six months ended June 30, 2007.

Interest expense for the six
months ended June 30, 2007 amounted to $19.7 million as compared to $13.2 million for the six months ended June 30, 2006. Average indebtedness outstanding for the six months ended June 30, 2007 approximated $428.7 million as compared
to $394.8 million for the six months ended June 30, 2006, and the average rate of interest on all debt outstanding approximated 7.2% during the six months ended June 30, 2007 as compared to 6.6% during the six months ended June 30,
2006. Interest expense increased due to an increase in the amount of debt outstanding and an increase in the average rate of interest on debt outstanding during the six months ended June 30, 2007 as compared to the six months ended
June 30, 2006. Interest expense for the six months ended June 30, 2007 also included a $1.5 million charge for costs incurred in connection with a product financing arrangement.

Other income for the six months ended June 30, 2007 totaled $6.5 million as compared to $6.7 million for the six months ended June 30, 2006. Other income
consists primarily of equity earnings from affiliates and interest and other income. Equity earnings from affiliates increased $0.4 million and interest and other income decreased $0.6 million during the six months ended June 30, 2007 as
compared to the six months ended June 30, 2006.

No benefit for income taxes was provided during the six months ended June 30, 2007 as it was not
more likely than not that the tax benefit associated with the losses incurred would result in a reduction of future income taxes payable. The provision for income taxes for the six months ended June 30, 2006 totaled $5.2 million.

As of January 1, 2007, the accounts of MSC were no longer included in our consolidated financial statements. As a result, no minority interest was recorded during
the second quarter of 2007. The minority interest in the earnings of MSC for the six months ended June 30, 2006 totaled $0.2 million.

The net loss
for the six months ended June 30, 2007 amounted to $101.5 million as compared to net income of $7.2 million for the six months ended June 30, 2006. The basic and diluted loss per share was $6.63 for the six months ended June 30, 2007
as compared to basic and diluted earnings per share of $0.50 and $0.49 for the six months ended June 30, 2006, respectively.

LIQUIDITY AND CAPITAL
RESOURCES

Cash Flow from Operating Activities

During the six months ended June 30, 2007, we used $34.9 million of cash flow from operating activities, consisting of a net loss of $101.5 million, offset by non-cash items of $23.8 million, a $40.6 million decrease in working capital
and a $2.2 million change in non-current items.

Working capital decreased as the result of a $122.4 million increase in accounts payable, a $21.4 million
increase in other current liabilities and a $3.2 million decrease in other current assets, offset by a $83.6 million increase in accounts receivable and a $22.8 million increase in inventory at June 30, 2007 as compared to December 31,
2006. Accounts payable increased principally due to our obtaining payment terms on scrap purchases from our new scrap suppliers, terms on purchased slabs and coils and an increase in raw material purchases during June 2007 as



27



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##### Table of Contents

compared to December 2006. Other current liabilities increased principally as the result of an increase in accrued severance costs at June 30, 2007 as
compared to December 31, 2006 and the accrual of $9.3 million related to the settlement of an unfavorable sales contract. Other current assets decreased as a result of the receipt of a business interruption claim accrued at December 31,
2006 and received during the first quarter of 2007, offset by an increase in prepaid raw material balances. Accounts receivable increased principally due to an increase in sales for June 2007 as compared to December 2006. Inventory increased
principally due to an increase in scrap inventory during the six months ended June 30, 2007, principally as a result of the termination of our previous scrap supply agreement which provided for vendor stocking of this raw material.

During the six months ended June 30, 2006, we used $44.4 million in cash flow from operating activities consisting of $89.1 million from changes in working
capital, offset by net income of $7.2 million, non-cash items of $30.5 million and a $7.0 million change in non-current items.

Cash Flow from Investing
Activities

During the six months ended June 30, 2007, capital expenditures used $13.4 million in cash flow, investments in affiliates used $18.6
million in cash flow, cash transferred to MSC upon deconsolidation used $11.2 million in cash flow and other investing activities provided $1.5 million in cash flow.

During the six months ended June 30, 2006, capital expenditures and changes in restricted cash used to fund capital expenditures used $68.9 million in cash flow and other investing activities provided $0.9
million in cash flow.

Cash Flow from Financing Activities

During the six months ended June 30, 2007, net borrowings, including book overdrafts, provided $62.4 million in cash flow and the issuance of common stock provided $0.4 million in cash flow.

During the six months ended June 30, 2006, the minority interest in MSC provided $60.0 million in cash flow and net borrowings, including book overdrafts, provided
$55.7 million in cash flow.

Liquidity and Capital Resources

Liquidity is provided under our amended and restated $225.0 million revolving credit facility. At June 30, 2007, we had liquidity and capital resources of $54.5 million, consisting of cash and cash equivalents of $8.1 million and $46.4
million of availability under our revolving credit facility.

Liquidity and capital resources increased by approximately $11.0 million during the six
months ended June 30, 2007. As a result of amendments to our revolving credit facility during 2007, our borrowing availability increased by $50.0 million. This increase was offset by an increase in borrowings and letters of credit outstanding
under our revolving credit facility of $36.5 million and a decrease in cash and cash equivalents of $2.5 million (net of the MSC deconsolidation). Borrowings under our revolving credit facility increased principally due to cash flow used in
operating and investing activities, including capital expenditures and capital contributions to MSC.

Under the terms of our amended and restated revolving
credit facility, we are obligated to meet a consolidated fixed charge coverage ratio of 1.0:1 (computed based on the four most recently completed calendar quarters). If we meet the consolidated fixed charge coverage ratio at the end of the preceding
quarter, we are not required to maintain any amount of minimum borrowing availability during the succeeding quarter. As a result, our borrowing capacity (including outstanding letters of credit) is limited to a maximum of $225.0 million during the
next succeeding quarter. If we fail to meet the consolidated fixed charge coverage ratio at the end of the preceding quarter, we are required to maintain minimum borrowing availability of $50.0 million at all times during the succeeding quarter. If
the consolidated fixed charge coverage ratio is not met at the end of the preceding quarter, we are allowed to access up to $50.0 million of excess collateral, if available, as additional borrowing availability under the revolving credit agreement
through the third quarter of 2007. Access of up to $50.0 million of excess collateral declines by defined amounts in the credit agreement beyond the third quarter of 2007. Provided that sufficient collateral will support such borrowings at the end
of the preceding quarter, our borrowing capacity (including outstanding letters of credit) is limited to the $225.0 million committed amount of the facility during the third quarter of 2007 and at reduced



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amounts thereafter. At June 30, 2007, we were in compliance with the financial covenants under our amended and restated revolving credit facility.

At June 30, 2007, $150.7 million was outstanding under our revolving credit agreement and we had outstanding letters of credit of $27.9 million. As
of June 30, 2007, we failed to meet the consolidated fixed charge coverage ratio of 1.0:1. As a result, we will be required to maintain $50.0 million of minimum borrowing availability during the third quarter of 2007 and our maximum borrowing
capacity under the facility, including outstanding letters of credit, will be limited to $225.0 million during the third quarter of 2007.

At July 31,
2007, $158.3 million was outstanding under our revolving credit agreement and we had outstanding letters of credit of $27.2 million. At July 31, 2007, we had liquidity and capital resources of $54.1 million, consisting of cash and cash
equivalents of $14.6 million and $39.5 million of availability under our revolving credit facility.

Under the terms of our term loan agreement, as
amended, we are required to meet a consolidated fixed charge coverage ratio commencing with the second quarter of 2008 and for all quarters thereafter.

Management anticipates that unless our operating results are better than currently forecast, we may require additional liquidity in the foreseeable future. Additionally, our independent registered public accounting firm included an
explanatory paragraph in its report on the consolidated financial statements included in our Form 10-K/A for the year ended December 31, 2006 that indicated that there is substantial doubt about our 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. Also, additional
financing might include, but not be limited to, (i.) the proposed combination of us with Esmark, (ii.) amending our revolving credit facility to allow for access to additional availability, (iii.) refinancing of our term loan agreement to eliminate
or modify the existing financial covenant, (iv.) an equity or rights offering under our 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.

Management does not believe, after consultation with legal counsel, that a material adverse effect has occurred under our loan agreements due to (a.) recent losses, (b.)
the going concern modification included as an explanatory paragraph in our independent registered public accounting firms opinion, and/or (c.) our 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 our 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 our loan agreements. Such a determination would restrict our ability to borrow under our revolving credit facility and adversely affect our liquidity and financial position. Additionally,
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 our independent registered public accounting firms opinion.

If an event of default results in the acceleration of our amended and restated revolving credit agreement or our term loan agreement, as amended, such
event will also result in the acceleration of substantially all of our other indebtedness pursuant to cross-default or cross-acceleration provisions.

The
terms of our revolving credit facility and other significant debt obligations are discussed more fully below.

$250 Million Term Loan Agreement

In August 2003, WPSC entered into a $250.0 million senior secured term loan agreement due August 1, 2014 with a bank group led by Royal Bank of Canada
as administrative agent, which is guaranteed in part by the Emergency Steel Loan Guarantee Board (Loan Board) and the West Virginia Housing Development Fund as described below. However, if the agent for the term loan lenders is unable or unwilling,
in its sole discretion, to re-offer certain tranches of the term loan as of November 1, 2008, the maturity date for each tranche of the term loan will be



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November 1, 2008. The agent is required to provide us notice on or before May 1, 2008 as to whether it will undertake to re-offer certain tranches
of the term loan. If the agent does not re-offer such tranches, we must repay an amount equal to all outstanding amounts under the term loan agreement on August 1, 2008.

Effective March 16, 2007, the term loan agreement was amended to waive compliance with the requirement to maintain minimum borrowing availability of $50.0 million at all times or to maintain a minimum fixed
charge coverage ratio. The agreement was further amended to eliminate the leverage and interest coverage ratios for the duration of the agreement. In place of these covenants, a standalone fixed charge coverage ratio will take effect as of
April 1, 2008 and for each quarter thereafter. To effect the amendment, we agreed to use the proceeds from the issuance of $50.0 million of convertible debt to make a principal prepayment of $37.5 million under our term loan agreement,
representing satisfaction of the next six quarterly principal payments due under the term loan agreement and to use the remaining proceeds for general corporate purposes. We also agreed to amend the existing $12.5 million standby letter of credit,
previously posted in favor of the term loan lenders, to $11.0 million to cover interest payment obligations to April 1, 2008. The letter of credit will decline as such interest payments are made. The term loan lenders and Loan Board also agreed
to waive the excess cash flow mandatory repayment provisions of the agreement, increase the annual amount of permitted capital expenditures for 2007 and 2008, increase the amount of permitted indebtedness, and provide various administrative
amendments with regard to activities related to MSC. The amendment also provides authorization for us to merge with Esmark. As part of the amendment, we also agreed, subject to consummation of the combination with Esmark, to repay or refinance the
term loan in full on the later of April 1, 2008 or the date of such consummation and to release the Loan Board of any further obligation under the Federal guarantee as well as the West Virginia Housing Development Fund, the State guarantor, of
any further obligation under the state guarantee. In the event that the combination with Esmark is not consummated, we agreed to change the final maturity date of the loan from August 1, 2014 to August 1, 2010.

Interest on borrowings is calculated based on either LIBOR or the prime rate using varying spreads as defined for each of the three tranches in the agreement. The
blended rate of interest was approximately 6.5% at June 30, 2007. At June 30, 2007, $149.9 million was outstanding under the term loan. The term loan, as amended, is payable in quarterly installments of $6.25 million, commencing with the
third quarter of 2008. However, we are obligated to make a final payment to the agent of the outstanding balance of the term loan on August 1, 2008 if such loan is not re-offered. Additionally, subject to consummation of the combination with
Esmark, we are obligated to repay or refinance the term loan in full on the later of April 1, 2008 or the date of such consummation.

Pursuant to the
provisions of our term loan agreement, we are subject to, and are currently in compliance with, various covenants, including compliance with the terms and conditions of the guarantee of the Loan Board and the related guarantee of the West Virginia
Housing Development Fund, limitations on indebtedness, guarantee obligations, liens, sales of subsidiary stock, dividends, distributions and investments.

The amended term loan agreement also limits our ability to incur certain capital expenditures, including obligations under capital leases and capitalized repairs and replacements, not to exceed in the aggregate specified maximums for each
calendar year.

$225 Million Revolving Credit Facility

In July 2005, we entered into an amended and restated revolving credit facility with a bank group arranged by Royal Bank of Canada and General Electric Capital Corporation. The new credit facility amended and restated our $225.0 million
revolving credit facility entered into in August 2003, which was scheduled to mature on August 1, 2006. The amended and restated revolving credit facility, among other things, extended the maturity date to July 8, 2009, increased borrowing
availability and lowered borrowing costs.

On March 16, 2007, the revolving credit agreement was amended to allow us to access collateral in excess of
the $225.0 million commitment under the facility. If the minimum fixed charge coverage ratio is not met by us at the end of any quarter and excess collateral, as defined by the agreement, is available, we will be able to access up to $45.0 million
of such excess collateral as additional borrowing availability over and above the $225.0 million commitment amount and we will be required to maintain at least $50.0 million of borrowing availability at all times. Provided that sufficient collateral
will support such borrowings, we will be permitted to borrow up to $220.0 million under the facility. The incremental amount of borrowing availability of up to $45.0 million will decrease by $5.0



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million each quarter commencing with the fourth quarter of 2007 through the second quarter of 2008, and will be limited, thereafter, to up to $25.0 million
through, but not beyond, November 1, 2008. On this date and thereafter, the previous requirement that we maintain minimum borrowing availability of $50.0 million at all times without access to collateral beyond the $225.0 million amount of the
facility, or to maintain a minimum fixed charge coverage ratio, will again be applicable. The amendment also provided for lender approval for the issuance of $50.0 million of convertible debt and an increase in the annual amount of permitted capital
expenditures.

On May 9, 2007, the revolving credit agreement was further amended to allow us to access an additional $5.0 million of collateral in
excess of the $225.0 million commitment under the facility through the third quarter of 2007. As a result, we will be able to access up to $50.0 million of such excess collateral as additional borrowing availability over and above the $225.0 million
commitment amount through the third quarter of 2007. Provided that sufficient collateral will support such borrowings, we will be permitted to borrow the entire $225.0 million amount under the facility through the third quarter of 2007 and at
reduced amounts thereafter. All other terms remain substantially the same.

Interest on borrowings is calculated based on either LIBOR or the prime rate
using spreads based on facility borrowing availability as defined in the agreement. The blended rate of interest was approximately 7.4% at June 30, 2007. At June 30, 2007, $150.7 million was outstanding under our revolving credit
agreement, and we had outstanding letters of credit of $27.9 million.

Convertible Debt

On March 16, 2007, we issued $50.0 million of convertible subordinated promissory notes to certain institutional investors who are stockholders of the Company and
Esmark, as well as to affiliates of James P. Bouchard, our Chairman and Chief Executive Officer, and Craig T. Bouchard, our Vice Chairman and President. Pursuant to the terms of such notes, the debt will be convertible into our common stock upon
consummation of a combination between us and Esmark at a price of $20 per share (and the holders of the convertible notes will be permitted to participate in the Esmark combination as stockholders of the Company), or if not consummated, at the
election of the investors, the notes may be converted at an alternative conversion price which will not be more than $20 per share or less than $15 per share or shall be payable in cash on November 15, 2008, subject to limitations relative to
our term loan agreement and revolving credit facility. Interest shall be payable in cash at a per annum rate of 6% payable quarterly in arrears. In the event that the combination between us and Esmark is not consummated by January 1, 2008, the
per annum interest rate shall increase to 9% per annum retroactively to the issuance date. In June 2007, we adjusted the conversion price on $5,000 of these notes issued to affiliates of Messrs. James and Craig Bouchard to a fixed amount of
$24.51.

On May 8, 2007, we issued $23.0 million 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 us and Esmark at a price of $20 per share, or, if not consummated, the
notes are payable in cash on November 15, 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.

$40 Million Series A Notes

In August 2003, WPSC issued Series A secured notes in the aggregate principal amount of $40.0 million in settlement of claims under our bankruptcy proceedings. The Series
A notes were issued under an indenture among WPSC, us, WP Steel Venture Corporation and The Bank of New York Mellon, the successor trustee to J. P. Morgan Trust Company, National Association and Bank One, N.A., respectively The Series A notes mature
on August 1, 2011 and have no fixed amortization, meaning that except for mandatory prepayments, based on excess cash flow or proceeds from the sale of certain joint venture interests, no payment of principal shall be required until such notes
become due. The Series A notes bear interest at a rate of 5% per annum until August 1, 2008. Thereafter, such notes bear interest at a rate of 8% per annum. In the event that at any time the distributions from Wheeling-Nisshin and OCC
to WPSC are not adequate to pay all of the interest then due under the Series A notes or WPSC is not in compliance with the terms of the term loan agreement or revolving credit facility, WPSC must pay both cash interest and payment-in-kind
interest at rates set forth in the Series A notes. OCC is restricted from



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declaring dividends under the terms of its credit agreement with Bank of America, N.A. However, OCC is permitted to make distributions of interest and
principal in respect of its indebtedness to us, subject to certain limitations set forth in its credit agreement and its subordination agreement. We are subject to, and are currently in compliance with, various covenants set forth in the Series A
note indenture, including payment of principal and interest on the Series A notes, and limitations on additional indebtedness, creation of liens, disposition of interests in Wheeling-Nisshin or OCC, and payments of dividends and distributions.

$20 Million Series B Notes

In August 2003, WPSC
issued Series B secured notes in the aggregate principal amount of $20.0 million in settlement of claims under our bankruptcy proceedings. The Series B notes were issued under an indenture among WPSC, us, WP Steel Venture Corporation and The Bank of
New York Mellon, the successor trustee to J. P. Morgan Trust Company, National Association, and Bank One, N.A., respectively The Series B notes mature on August 1, 2010 and have no fixed amortization, meaning that no payment of principal shall
be required until such notes become due. The Series B notes bear interest at a rate of 6% per annum to the extent interest is paid in cash. In the event that WPSC is not in compliance with the terms of the term loan agreement, the revolving
credit facility or the Series A notes or WPSCs excess cash flow (as defined in the Series B indenture) is insufficient to cover any or all interest payments then due under the Series B notes, WPSC must pay both cash interest and
payment-in-kind interest at rates set forth in the Series B notes. We are subject to, and are currently in compliance with, various covenants under the Series B note indenture, which are substantially similar to many of those contained in the Series
A note indenture.

$10 Million Unsecured Note

In
August 2003, WPSC issued an unsecured note in the aggregate principal amount of $10.0 million to WHX Corporation. In July 2004, the WHX note was sold by WHX to a third party. The unsecured note bears interest at 6% per annum, matures in 2011
and has no fixed amortization, meaning that no payment of principal shall be required until such note becomes due. If cash interest is not paid, WPSC must pay payment-in-kind interest. Such note is subordinated in right of payment to our credit
agreements, the Series A notes and the Series B notes.

OFF-BALANCE SHEET ARRANGEMENTS

As of June 30, 2007, we had no off-balance sheet transactions, arrangements, or other relationships with unconsolidated entities or persons that are reasonably likely to adversely affect liquidity, availability
of capital resources, financial position or results of operations. Our investments in six of our joint ventures, Wheeling-Nisshin, OCC, MSC, Feralloy, Jensen Bridge and Avalon, are each accounted for under the equity method of accounting. Pursuant
to agreements with Wheeling-Nisshin and OCC, we have an obligation to support their working capital requirements. However, we believe it is unlikely that those joint ventures will require our working capital support in the foreseeable future based
upon the present financial condition, capital resource needs and/or operations of these entities.



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CONTRACTUAL OBLIGATIONS

As of June 30, 2007, the total of our future contractual obligations, including the repayment of debt obligations, is summarized below.



|                             |  |                                                |       |      |                  |   |             |  |             |       |            |   |       |  |   |     
|---------------------------- |  | ---------------------------------------------- | ----- | ---- | ---------------- | - | ----------- |  | ----------- | ----- | ---------- | - | ----- |  | - | ----
|                             |  | Contractual Payments Due (Dollars in millions)
|                             |  | Total                                          |       |      | Remainderof 2007 |   | 2008 to2009 |  | 2010 to2011 |       | Thereafter
|Long-term debt               |  | $                                              | 299.1 | (1)  |                  | $ | 2.5         |  | $           | 224.4 |            | $ | 72.2  |  | $ |    
|Interest on long-term debt   |  |                                                | 52.7  | (2)  |                  |   | 9.7         |  |             | 36.5  |            |   | 6.5   |  |   |    
|Capital leases               |  |                                                | 5.8   | (3)  |                  |   | 0.3         |  |             | 1.7   |            |   | 1.4   |  |   | 2.4 
|Long-term operating leases   |  |                                                | 19.2  |      |                  |   | 2.0         |  |             | 6.8   |            |   | 5.3   |  |   | 5.1 
|Other long term liabilities: |  |                                                |       |      |                  |   |             |  |             |       |            |   |       |  |   |     
|Steelworker Pension Trust    |  |                                                | 14.3  | (4)  |                  |   | 6.1         |  |             | 8.2   |            |   |      |  |   |    
|OPEB                         |  |                                                | 28.9  | (5)  |                  |   | 2.3         |  |             | 11.7  |            |   | 14.9  |  |   |    
|Coal miner retiree medical   |  |                                                | 1.6   |      |                  |   | 0.1         |  |             | 0.2   |            |   | 0.1   |  |   | 1.2 
|Workers compensation        |  |                                                | 26.1  | (6)  |                  |   | 2.9         |  |             | 11.6  |            |   | 11.6  |  |   |    
|Purchase commitments:        |  |                                                |       |      |                  |   |             |  |             |       |            |   |       |  |   |     
|Oxygen supply                |  |                                                | 88.7  | (7)  |                  |   | 5.4         |  |             | 20.0  |            |   | 23.2  |  |   | 40.1
|Electricity                  |  |                                                | 80.0  | (8)  |                  |   | 3.8         |  |             | 15.0  |            |   | 14.0  |  |   | 47.2
|Coal                         |  |                                                | 4.2   | (9)  |                  |   | 4.2         |  |             |      |            |   |      |  |   |    
|Capital commitments          |  |                                                | 15.4  | (10) |                  |   | 7.3         |  |             | 8.1   |            |   |      |  |   |    
|Capital contribution - MSC   |  |                                                | 6.5   |      |                  |   | 5.7         |  |             | 0.8   |            |   |      |  |   |    
|                             |  |                                                |       |      |                  |   |             |  |             |       |            |   |       |  |   |     
|Total                        |  | $                                              | 642.5 |      |                  | $ | 52.3        |  | $           | 345.0 |            | $ | 149.2 |  | $ | 96.0
|                             |  |                                                |       |      |                  |   |             |  |             |       |            |   |       |  |   |     



|1. | Represents scheduled principal payments on existing indebtedness, without giving consideration to the reclassification of certain long-term debt as current obligations as
discussed in Note 15.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|2. | Represents estimated interest payments on existing long-term debt, including amortization of debt discount of $9.1 million on convertible debt.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------



|3. | Represents scheduled principal payments on existing capital lease obligations.
|-- | ------------------------------------------------------------------------------



|4. | Amount represents estimated payments to the Steelworkers Pension Trust, pursuant to our labor agreement with the USW, through the end of the labor contract, which expires on
September 1, 2008.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|5. | Amounts reflect our current estimate of corporate cash outflows for other post employment benefits and includes the impact of assumed mortality, medical inflation and the aging
of the population. No estimate has been made beyond 2011.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|6. | Amounts reflect our current estimate of corporate cash outflows for workers compensation and excludes the impact of interest and mortality. The forecast of cash outflows is
estimated based on historical cash payment information. No estimate has been made beyond 2011.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|7. | We entered into a 15-year take-or-pay contract in 1999 that was amended in 2003. The contract requires us to purchase oxygen, nitrogen and argon each month with a minimum monthly
charge of approximately $0.7 million, subject to escalation clauses.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|8. | We entered into a 20-year take-or-pay contract in 1999, which was amended in 2003. The contract requires us to purchase steam and electricity each month or pay a minimum monthly
charge of approximately $0.5 million, 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. At June 30, 2007, a maximum termination payment of $27.7 million would have been required to terminate the contract.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|9. | In 2004, we amended our contract to purchase coal each month to a minimum monthly charge of approximately $0.7 million. The term of the contract expires on December 31,
2007.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|10. | Amounts reflect contractual commitments for capital expenditures as of June 30, 2007.
|--- | -------------------------------------------------------------------------------------

Planned Capital Expenditures

Currently, our planned capital expenditures for the three-year period 2007 through 2009
total approximately $147.1 million. Major capital expenditures for the three-year period 2007 through 2009 include, but are not limited to, the following capital projects:



| |  | $69.6 million for improvements to our primary production facility;
|- |  | ------------------------------------------------------------------



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| |  | $36.3 million for improvements of our finishing facilities;
|- |  | -----------------------------------------------------------



| |  | $4.2 million for improvements of our corrugating facility; and
|- |  | --------------------------------------------------------------



| |  | $28.1 million for environmental projects.
|- |  | -----------------------------------------

For the
six months ended June 30, 2007, we spent $13.4 million on capital expenditures and we expect to spend approximately $11.6 million on capital expenditures during the remaining portion of 2007.

VEBA TRUST AND PROFIT SHARING PLANS

Below are summaries of our
contribution obligations to the Wheeling-Pittsburgh Steel Corporation Retiree Benefits Plan Trust (VEBA trust) and our two profit sharing plans, one for our USW-represented employees and the other for our salaried employees, excluding our officers.
Our future obligations, if any, to the VEBA trust and these plans are subject to and based on the level of our profitability (as described below) for each completed quarter. In addition, we have discretion, to the extent provided by the terms of the
agreement establishing the VEBA trust and the terms of the profit sharing plans, to satisfy some or all of our funding obligations with shares of our common stock or cash.

During the six months ended June 30, 2007, we incurred no VEBA or profit sharing obligation.

VEBA Trust

In connection with our plan of reorganization and our collective bargaining agreement with the USW, we established a plan to provide health care and
life insurance benefits to certain retirees and their dependents. The collective bargaining agreement also required us to create and make contributions to a trust to fund the payment of these retiree benefits. The VEBA trust is designed to
constitute a tax-exempt voluntary employee beneficiary association under Section 501(c)(9) of the Internal Revenue Code. The agreement provides for contributions based on our profitability, payable within 45 days of the end of each fiscal
quarter, under the following formula (collectively, the Variable Contributions):



|(i) | 40% of operating cash flow, between $16 and $24 of operating cash flow per ton of steel products sold to third parties, payable in cash;
|--- | ----------------------------------------------------------------------------------------------------------------------------------------



|(ii) | 12% of operating cash flow, between $24 and $65 of operating cash flow per ton of steel products sold to third parties, payable at our discretion in cash or common stock of WPC;
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(iii) | 25% of operating cash flow, above $65 of operating cash flow per ton of steel products sold to third parties, payable in cash; and
|----- | ----------------------------------------------------------------------------------------------------------------------------------



|(iv) | 15% of operating cash flow below $30 of operating cash flow per ton of steel products sold to third parties, payable at our discretion in cash or common stock of WPC, subject to
compliance with dilution limitations.
|---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Upon establishment of the plan, we contributed 4,000,000 shares of common stock to the VEBA trust
(Initial Shares). Of these shares, 2,000,000 shares of common stock were designated as being creditable against any future contributions due under clause (ii) of the Variable Contribution formula described above to the extent that we elect to
make the variable contribution in our common stock. The number of "creditable" shares of common stock was subsequently reduced from 2,000,000 shares to 1,600,000 shares as the result of the sale by the VEBA trust of an aggregate of 400,000 shares in
2004. As of June 30, 2007, 1,289,158 shares of common stock remain creditable to reduce future contributions of common stock due under clause (ii) of the Variable Contributions formula described above. The number of shares of our common
stock creditable against contributions due under clause (ii) of the Variable Contribution formula is determined by dividing the amount of the contribution due by the average closing price of our common stock for the 10 trading days immediately
preceding the date the contribution is due.



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In the event that we do not contribute a total of 400,000 shares of common stock to the VEBA trust under clause
(ii) of the Variable Contribution formula described above by February 14, 2008, we are required to contribute 400,000 shares of our common stock to the VEBA trust, minus any shares of our common stock contributed prior to that date, no
later than February 14, 2008. Any shares of common stock contributed to the VEBA in February 2008 will be creditable shares as discussed above.

Operating cash flow, for purposes of determining Variable Contributions, is defined as our earnings before interest and taxes, adjusted for certain amounts as set forth in the agreement with the USW (primarily unusual,
extraordinary or non-recurring items).

During the six months ended June 30, 2007, no variable contributions were incurred.

Pursuant to a Stock Transfer Restriction and Voting Agreement, the trustee of the VEBA trust has agreed to limit the number of shares of WPC common stock that it may
sell during the four years following the effective date of our plan of reorganization. During each of the two years following August 1, 2005, the VEBA trust has agreed not to sell more than 50% of the remaining Initial Shares within any
consecutive 12-month period. These restrictions will not apply to any additional shares that we may contribute to the VEBA trust in satisfaction of our Variable Contribution obligation, if any. In connection with the stock transfer restrictions, the
VEBA trust has also agreed that it will abstain from voting 1.3 million shares of common stock, or such lesser number of shares as it may hold from time to time, for the election of our directors.

Pursuant to a Registration Rights Agreement we entered into with the VEBA trust in 2003, the VEBA trust has the right to request that we register with the Securities and
Exchange Commission (SEC) for sale on a delayed or continuous basis certain shares of our common stock held by the VEBA trust. We will cooperate with the VEBA trustee to register shares eligible for sale, and possibly assist in the orderly marketing
of such shares. Alternatively, without registration, the VEBA trustee could sell such shares subject to the limitations set forth in SEC Rule 144.

Profit Sharing Plans

Pursuant to the collective bargaining agreement with the USW, and in addition to our obligations to make contributions
to the VEBA trust based on our profitability as described under VEBA Trust above, we have an obligation to make quarterly profit sharing payments to or for the benefit of our active USW employees in an amount equal to 15% of our profits for the
quarter, if any, in excess of $30 profit per ton of steel shipped to third parties. For this purpose, profits are defined as earnings before interest and taxes, calculated on a consolidated basis, excluding effects of certain amounts as set forth in
the collective bargaining agreement. We have the discretion to make future payments, if any, in cash or in our common stock. Under the terms of the plan, we must satisfy any profit sharing obligation with respect to the first, second and third
fiscal quarters within 45 days after the end of the quarter, while any obligation with respect to the fourth fiscal quarter must be satisfied within 15 days after the date of the opinion of our independent registered public accounting firm with
respect to our annual audited financial statements. All payments in stock will be contributed to the participants 401(k) account, while payments in cash, if any, will be made directly to plan participants. To the extent that contributions of
stock under this plan in any fiscal year, together with stock contributions to the VEBA trust under (iv) of the Variable Contribution formula described under "VEBA trust" above, exceed 10% of our common stock, on a fully diluted basis, we may
satisfy our contribution obligation in the form of profit sharing notes. All profit sharing payments that become due are considered 100% vested when made.

During the six months ended June 30, 2007, no profit sharing obligation was incurred.

In addition, we have adopted a profit sharing plan for
salaried employees under which we have an obligation to make quarterly profit sharing payments to or for the benefit of our salaried employees in an amount equal to 5.0% of our profits for the quarter, if any, in excess of $30 profit per ton of
steel shipped to third parties. For this purpose, profits are defined as earnings before interest and taxes, calculated on a consolidated basis, excluding effects of certain amounts as set forth in the plan. The profit sharing pool will be divided
among all salaried employees, excluding officers. Under the terms of the plan, we must satisfy any profit sharing obligations with respect to the first, second and third fiscal quarters within 45 days after the end of the quarter, while any
obligation



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with respect to the fourth quarter must be satisfied within 15 days after the date of the opinion of our independent registered public accounting firm with
respect to our annual audited financial statements. If profit sharing payments are made in company stock instead of cash, the shares of company stock will be contributed to the company stock fund under our salaried 401(k) savings plan. All profit
sharing payments that become due are considered 100% vested when made.

During the six months ended June 30, 2007, no profit sharing obligation was
incurred.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make judgments, estimates and assumptions that affect reported amounts of assets and liabilities
at the balance sheet date and the reported revenues and expenses for the period. Our judgments and estimates are based on both historical experience and our expectations for the future. As a result, actual results may differ materially from current
expectations.

We believe that the following are the more significant judgments and estimates used in the preparation of the financial statements.

Fresh Start Reporting

In accordance with SOP 90-7,
effective as of July 31, 2003, we adopted Fresh Start Reporting for our reorganized company and recorded assets and liabilities at their fair values. Enterprise value was estimated using discounted cash flow
methodologies and analysis of comparable steel companies.

Pension Benefits

We maintain a supplemental defined benefit pension plan for all salaried employees employed as of January 31, 1998, which provides a guaranteed minimum benefit based on years of service and compensation. Certain
hourly employees who elected to retire under a job buyout program are also covered under this plan. Because benefits provided by this plan will be paid in the future over what could be many years, we estimate the accrued liability at each year-end
balance sheet date using actuarial methods. The two most significant assumptions used in determining the liability under this plan are the discount rate and the expected return on plan assets.

The discount rate applied to our pension benefit obligation is based on high quality bond rates and the expected payout period of our pension benefit obligation. The
discount rate used to measure our benefit obligation at December 31, 2006 was 5.9%. Management believes this rate to be appropriate based on the demographics of the employee group covered under the plan. A 1% increase in the discount rate would
decrease the pension benefit obligation by approximately $0.4 million and a 1% decrease in the discount rate would increase the pension benefit obligation by approximately $0.4 million. A 1% increase in the discount rate would decrease periodic
pension benefit costs by approximately $0.1 million annually and a 1% decrease in the discount rate would increase periodic pension benefit costs by approximately $0.1 million annually.

We have assumed an expected return on plan assets of 8.5% at December 31, 2006. A 1% increase in the expected return on plan assets would decrease periodic pension benefit costs by approximately $0.1 million
annually and a 1% decrease in the expected return on plan assets would increase periodic pension benefit costs by approximately $0.1 million annually.

We
adopted Financial Accounting Standards No. 158, Employers Accounting for Defined Benefit Plans and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106 and 132(R) as of December 31, 2006.

Other Postretirement Benefits (OPEB)

The traditional
medical and life insurance benefits that were provided to past hourly retirees were terminated effective October 1, 2003. Pursuant to our labor agreement, which we entered into in connection with our plan of reorganization, past retirees will
receive medical and life insurance benefits under a VEBA trust. Future retirees under the labor agreement will be covered by a medical and life insurance program similar to that of active



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employees. All retirees and their surviving spouses shall be required to make monthly contributions for medical and prescription drug coverage, which, in the
case of those covered under the VEBA trust, are made directly to the trust. Because these benefits provided by us will be paid in the future over what could be many years, we estimate the accrued liability at each year-end balance sheet date using
actuarial methods. The two most significant assumptions used in determining the liability are the projected medical cost trend rate and the discount rate.

We estimate the escalation trend in medical costs based on historical rate experience in our plans and through consultation with health care specialists. We have assumed an initial escalation rate of 10% in 2007. This rate is assumed to
decrease gradually to an ultimate rate of 5% in 2014 and remain at that level for all future years. The health care cost trend rate assumption has a significant effect on the costs and obligation reported. A 1% increase in the health care cost trend
rate would increase the postretirement benefit obligation by approximately $0.1 million and a 1% decrease in the health care cost trend rate would decrease the postretirement benefit obligation by approximately $0.1 million. A 1% increase in the
health care cost trend rate would increase periodic post-retirement benefit costs by approximately $0.1 million annually and a 1% decrease in the health care cost trend rate would decrease periodic post-retirement benefit costs by approximately $0.1
million annually.

The discount rate applied to our OPEB obligations is based on high quality bond rates and the expected payout period of our OPEB
obligations. The discount rate used to measure our OPEB obligation at December 31, 2006 was 5.9%. Management believes this rate to be appropriate based on the demographics of the employee group covered under the plan, which does not include
hourly employees who retired prior to October 1, 2003. A 1% increase in the discount rate would decrease the postretirement benefit obligation by approximately $8.6 million and a 1% decrease in the discount rate would increase the
postretirement benefit obligation by approximately $10.2 million. A 1% increase in the discount rate would decrease periodic post-retirement benefit costs by approximately $0.5 million annually and a 1% decrease in the discount rate would increase
periodic post-retirement benefit costs by approximately $0.6 million annually.

We adopted Financial Accounting Standards No. 158, "Employers'
Accounting for Defined Benefit Plans and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106 and 132(R)" as of December 31, 2006.

Asset impairments

We periodically evaluate property, plant and equipment for impairment whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable. Recoverability is determined based on an estimate of the expected future undiscounted cash flows of the assets. If the carrying value of the assets exceeds the undiscounted cash flows of the
assets, an impairment loss is recognized. The impairment loss is measured as the excess of the carrying value of the assets over the fair value of the assets. Fair value is estimated using discounted future cash flows and, if available, comparable
market values. Considering the Company's integrated operations, asset impairment evaluations are performed on a group basis, which represents the lowest level of independent cash flows. Undiscounted cash flows are based on longer-term projections
that consider projected market conditions and the performance and ultimate use of the assets. If future demand and market conditions are less favorable than those projected by management, or if the probability of disposition of the assets differs
from that previously estimated by management, asset impairments may be required.

Deferred taxes

Full realization of net deferred tax assets is largely dependent on our ability to generate future taxable income and to maintain our existing ownership. An ownership
change, as defined in Section 382 of the Internal Revenue Code of 1986, could impose annual limitations on utilization of our net operating loss carryovers. We record a valuation allowance to reduce deferred tax assets to an amount that is more
likely than not to be realized. On August 1, 2003, upon emergence from bankruptcy, we recorded a full valuation allowance against our net deferred tax assets due to the uncertainties surrounding realization as a result of the bankruptcy and our
ability to generate future taxable income. Deferred tax assets that have arisen since that time, which principally consist of net operating losses, have also been fully reserved. However, as our operations continue, we will be required to
periodically reevaluate the tax treatment of these deferred tax assets in light of actual operating results.



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Environmental and legal contingencies

We provide for remediation costs, environmental penalties and legal contingencies when the liability is probable and the amount of the associated costs is reasonably determinable. We regularly monitor the progress of
environmental remediation and legal contingencies, and revise the amounts recorded in the period in which changes in estimate occur.

RECENT 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.

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.



|Item 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------- | ----------------------------------------------------------

Our
quantitative and qualitative disclosures about market risk include forward-looking statements with respect to managements opinion about the risk associated with our financial instruments. These statements are based on certain assumptions with
respect to market prices, interest rates and other industry-specific risk factors. To the extent these assumptions prove to be inaccurate, future outcomes may differ materially from those discussed herein.

Commodity Price Risk and Related Risks

We are exposed to market risk
or price fluctuation related to the sale of steel products. Approximately 25% of our sales are made as contract business (agreements in excess of three months), with approximately 75% of sales being made at spot prices. We do not use derivative
instruments to hedge market risk relative to changing steel prices.

Prices for raw materials, natural gas and electricity are subject to frequent market
fluctuations. Our market risk strategy generally has been to obtain competitive prices for our products and services and to allow operating results to reflect market price movements dictated by supply and demand. We periodically enter into physical
contracts for the advance purchase and delivery of natural gas in an effort to hedge against market fluctuations. Due to mark-to- market provisions in these contracts, as our market exposure decreases, we can be required to make advance
payments that ultimately are recovered upon delivery of the commodity, but which can temporarily reduce our liquidity until that time. We do not use derivative instruments to hedge market risk relative to changing prices for raw materials.

Interest Rate Risk

The fair value of cash and cash
equivalents, receivables and accounts payable approximate their carrying values and are relatively insensitive to changes in interest rates due to their short-term maturity.



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We manage interest rate risk relative to our debt portfolio by using a combination of fixed-rate and variable-rate debt.
At June 30, 2007, approximately 65% of the aggregate principal amount of our debt outstanding was at fixed rates with the balance outstanding under variable rates. Since our portfolio of debt is comprised principally of fixed-rate instruments,
the fair value of debt is relatively sensitive to the effects of interest rate fluctuations. Our sensitivity to decreases in interest rates and any corresponding increases in the fair value of the fixed-rate portion of our debt portfolio would only
unfavorably affect our earnings and cash flows to the extent that we would choose to repurchase all or a portion of our fixed-rate debt at prices above carrying value. Additionally, our interest expense is sensitive to changes in the general level
of interest rates. A 100 basis point increase in the average rate for the variable interest rate debt would increase our annual interest expense by approximately $1.6 million.

Credit Risk

Counterparties expose us to credit risk in the event of non-performance. We continually review the
creditworthiness of our counterparties.

Foreign Currency Exchange Risk

We have limited exposure to foreign currency exchange risk as almost all of our transactions are denominated in U.S. dollars.



|Item 4. | CONTROLS AND PROCEDURES
|------- | -----------------------

We carried out an evaluation, under the
supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2007 pursuant
to Exchange Act Rule 13a-15. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective to ensure that material information relating to us (including
our subsidiaries) required to be included in our reports we file with the Securities and Exchange Commission is processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and were
also effective to insure that information required to be disclosed in reports we file or submit under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer to allow timely
decisions regarding required disclosures.

As of June 30, 2007, there have been no changes in internal control over financial reporting that occurred
during the quarter ended June 30, 2007 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



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PART II  OTHER INFORMATION



|Item 1. | LEGAL PROCEEDINGS
|------- | -----------------

On June 6, 2007, Herman Strauss, Inc.
(Strauss) commenced an arbitration proceeding against us arising out of the termination, in the first quarter of 2007, of three agreements dated April 8, 2004, between us and Strauss relating to the supply and processing of steel scrap by
Strauss. That termination arose out of the failure to resolve several issues, including workplace safety practices, billing issues and other significant matters, relating to Strauss performance under those agreements. In our
responsive filing, we have asserted substantial claims arising out of Strauss performance and practices under the agreements.

On June 7, 2007,
Metal Management, Inc. (MMI), filed a complaint against us in the Supreme Court of the State of New York alleging breach of contract relating to a series of purchase orders issued by us to MMI for steel scrap. The litigation filed by MMI was in
response to our June 4, 2007 written notification that, due to an unacceptable number of scrap quality deficiencies, we were rejecting and would accept no further deliveries of several grades of steel scrap. The June 4, 2007 notice of
default was preceded by several weeks of efforts by us to react to, and mitigate injuries arising out of, these steel scrap quality deficiencies. We also advised MMI on June 4, 2007 that, subject to compliance with specifications, we would
continue to accept delivery of, and make timely payment for, the two remaining scrap grades ordered by us. To date, we have made payments of over $31.0 million to MMI for steel scrap ($8.9 million of which were made subsequent to MMI commencing
litigation). A significant portion of the claim asserted in MMIs lawsuit is for scrap that was rejected as a result of the unacceptable number of scrap quality deficiencies as well as for amounts that are not yet due under existing
contractual terms. We will file a responsive pleading in due course and intend to vigorously assert our claims relative to MMIs failure to comply with scrap specifications.

As previously reported, in April 2005 we filed a lawsuit in Brooke County, West Virginia Circuit Court against Massey Energy Company and its subsidiary, Central West Virginia Energy Company (CWVEC), seeking
substantial monetary damages for breach of a metallurgical coal supply contract between us and CWVEC. On June 9, 2006, the court granted leave to allow us to amend our complaint to add fraud claims, to add Massey as a defendant and to add
MSC as a co-plaintiff. The trial of this matter commenced on May 29, 2007. After a four week trial, on July 2, 2007, the jury awarded us and MSC $119.85 million in compensatory damages and $100.0 million in punitive
damages. 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 $24.1 million. The court also granted judgment on a counterclaim by Massey, the value of which with pre-judgment interest totaled approximately $4.5 million. 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 $239.4 million. Massey has stated publicly that it intends to appeal this verdict.

In a related CWVEC matter, on May 24, 2006, the U.S. District Court, for the Northern District of Ohio ruled in our favor by affirming all of the previously disclosed rulings by the U.S. Bankruptcy Court for the
Northern District of Ohio in 2005 regarding assignment of the CWVEC coal contract to MSC and interpreting the assignment provision of such contract. By Order and Opinion dated June 11, 2007, the U.S Court of Appeals for the Sixth Circuit
affirmed the District Courts May 24, 2006 decision.



|Item 1A. | Risk Factors
|-------- | ------------

Except as set forth below, there have been no
material changes in our risk factors from the information set forth in Item 1A, Risk Factors, in our Annual Report on Form 10-K for the fiscal year ended December 31, 2006.



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We have experienced recent substantial losses, have used a substantial amount of cash, may need additional
liquidity in the foreseeable future and have received a going concern modification in the report of our independent registered public accounting firm

During the six months ended June 30, 2007, we incurred unexpected substantial net losses 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. In addition, restrictions in our revolving credit agreement prevent us from making full use of our available inventory and receivables as eligible collateral. Further,
based on managements current projected results of operations, it is more likely than not that we will not be able to comply with the fixed charge coverage ratio covenant under our term loan agreement, as amended, which will become effective
again as of April 1, 2008. In the past, we have been able to obtain relief from such covenants. At this time, however, management cannot assure whether it will be able to obtain such covenant relief. Management anticipates that we may require
additional liquidity in the foreseeable future. Additionally, our independent registered public accounting firm included an explanatory paragraph in its report on the consolidated financial statements included in our Form 10-K/A for the year ended
December 31, 2006 that indicated that there is substantial doubt about our 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. Also, additional financing might include, but not be
limited to, (i.) the proposed combination of us with Esmark, (ii.) amending our revolving credit facility to allow for access to additional availability, (iii.) refinancing of our term loan agreement to eliminate or modify the existing financial
covenant, (iv.) an equity or rights offering under our 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.

Management does not believe, after consultation with legal counsel, that a material adverse effect has occurred under our loan agreements due to (a.) recent losses, (b.) the going concern modification included as an explanatory paragraph in
our independent registered public accounting firms opinion, and/or (c.) our 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 our 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 our loan
agreements. Such a determination would restrict our ability to borrow under our revolving credit facility and adversely affect our liquidity and financial position. Additionally, 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 our independent registered public accounting firms opinion.



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

(a) Exhibits



|            |  |                                                                                                                                                                                                                                                                                                                                 
|----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                     
|10.1        |  | Note Purchase Agreement, dated May 8, 2007, entered into between Wheeling-Pittsburgh Steel Corporation, Wheeling-Pittsburgh Corporation, Clayton Acquisition Corporation and each of Chesapeake
Partners Limited Partnership, Chesapeake Partners International Ltd., Durham Acquisition Co., LLC and JMB Capital Partners, L.P.
|            | 
|10.2        |  | Form of Senior Unsecured Exchangeable Promissory Note of Wheeling-Pittsburgh Steel Corporation executed in favor of Chesapeake Partners Limited Partnership, Chesapeake Partners International
Ltd., Durham Acquisition Co., LLC and JMB Capital Partners, L.P.                                                                 
|            | 
|10.3        |  | Third Amendment, dated May 9, 2007, to the Amended and Restated Revolving Loan Agreement, among Wheeling-Pittsburgh Steel Corporation, Wheeling-Pittsburgh Corporation, General Electric Capital
Corporation, as administrative agent, and the other Lendors signatory thereto.                                                 
|            | 
|10.4        |  | Amended and Restated Employment Agreement, effective as of July 17, 2007, between Paul J. Mooney and Wheeling-Pittsburgh Steel Corporation.                                                                                                                                                                                     



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|     |  |                                                                                                                                                                                                      
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 
|10.5 |  | Amended and Restated Employment Agreement, effective as of July 17, 2007, between Michael P. DiClemente and Wheeling-Pittsburgh Steel Corporation.                                                   
|     | 
|10.6 |  | Amended and Restated Employment Agreement, effective as of July 17, 2007, between Vincent D. Assetta and Wheeling-Pittsburgh Steel Corporation.                                                      
|     | 
|10.7 |  | Letter agreement, dated June 7, 2007, by and between Bouchard Group, LLC and Wheeling-Pittsburgh Corporation amending Senior Subordinated Unsecured Convertible Promissory Note dated March 16,
2007.
|     | 
|10.8 |  | Letter agreement, dated June 7, 2007, by and between Bouchard 10S, LLC and Wheeling-Pittsburgh Corporation amending Senior Subordinated Unsecured Convertible Promissory Note dated March 16,
2007.  
|     | 
|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)                                               



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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 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: August 9, 2007



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