##### 



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2006
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number 000-50300
 WHEELING-PITTSBURGH CORPORATION
  DELAWARE
(State of Incorporation)
    
    55-0309927
(I.R.S. Employer Identification No.)
 1134 Market Street, Wheeling, WV
(Address of principal executive offices)
    
    26003
(Zip code)
  þ o
  o þ o
 o þ
 Applicable only to registrants involved in bankruptcy proceedings during the preceding five years:
 þ o




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TABLE OF CONTENTS
 PagePART I  FINANCIAL INFORMATIONItem 1. Financial Statements:Condensed Consolidated Statements of Operations (Unaudited)
    
    
    1Condensed Consolidated Balance Sheets (Unaudited)
    
    
    2Condensed Consolidated Statements of Cash Flows (Unaudited)
    
    
    3Condensed Consolidated Statement of Stockholders Equity (Unaudited)
    
    
    4Notes to Condensed Consolidated Financial Statements (Unaudited)
    
    
    5Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    20Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    35Item 4. Controls and Procedures
    
    
    36PART II  OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    37Item 1A. Risk Factors
    
    
    37Item 6. Exhibits
    
    
    37SIGNATURES
    
    
    38




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PART I  FINANCIAL INFORMATION
 Item 1. Financial Statements
 WHEELING-PITTSBURGH CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Operations (Unaudited)
(Dollars in thousands, except per share amounts)
 Quarter Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Revenues:Net sales, including sales to affiliates of $88,390
$79,610, $183,246 and $179,449
    
    $
    493,925
    
    
    $
    415,237
    
    
    $
    930,903
    
    
    $
    814,745Cost and expenses:Cost of sales, including cost of sales to affiliates
of $83,703, 79,343, $176,385 and $172,416,
excluding depreciation and amortization expense
    
    
    445,384
    
    
    
    385,979
    
    
    
    853,502
    
    
    
    741,937Depreciation and amortization expense
    
    
    8,830
    
    
    
    8,423
    
    
    
    17,137
    
    
    
    17,892Selling, general and administrative expense
    
    
    20,425
    
    
    
    15,577
    
    
    
    41,075
    
    
    
    34,894Total cost and expenses
    
    
    474,639
    
    
    
    409,979
    
    
    
    911,714
    
    
    
    794,723Operating income
    
    
    19,286
    
    
    
    5,258
    
    
    
    19,189
    
    
    
    20,022Interest expense and other financing costs
    
    
    (7,024
    )
    
    
    (5,960
    )
    
    
    (13,175
    )
    
    
    (11,540
    )Other income
    
    
    3,838
    
    
    
    3,093
    
    
    
    6,654
    
    
    
    6,061Income before income taxes
    
    
    16,100
    
    
    
    2,391
    
    
    
    12,668
    
    
    
    14,543Income tax provision (benefit)
    
    
    5,233
    
    
    
    (236
    )
    
    
    5,233
    
    
    
    3,816Income before minority interest
    
    
    10,867
    
    
    
    2,627
    
    
    
    7,435
    
    
    
    10,727Minority interest in earnings of consolidated subsidiary
    
    
    (1,538
    )
    
    
    
    
    
    
    (216
    )
    
    
    Net income
    
    $
    9,329
    
    
    $
    2,627
    
    
    $
    7,219
    
    
    $
    10,727Earnings per share:Basic
    
    $
    0.64
    
    
    $
    0.18
    
    
    $
    0.50
    
    
    $
    0.76Diluted
    
    $
    0.63
    
    
    $
    0.18
    
    
    $
    0.49
    
    
    $
    0.74Weighted average shares (in thousands):Basic
    
    
    14,530
    
    
    
    14,207
    
    
    
    14,523
    
    
    
    14,158Diluted
    
    
    14,829
    
    
    
    14,418
    
    
    
    14,734
    
    
    
    14,418
  1




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##### 



WHEELING-PITTSBURGH CORPORATION AND SUBSIDIARIES
Condensed Consolidated Balance Sheets (Unaudited)
(Dollars in thousands)
 June 30,
    
    
    December 31,2006
    
    
    2005AssetsCurrent assets:Cash and cash equivalents
    
    $
    12,124
    
    
    $
    8,863Accounts receivables, less allowance for doubtful accounts
of $2,932 and $2,594
    
    
    194,885
    
    
    
    132,643Inventories
    
    
    187,838
    
    
    
    166,566Prepaid expenses and deferred charges
    
    
    16,931
    
    
    
    21,732Total current assets
    
    
    411,778
    
    
    
    329,804Investment in and advances to affiliated companies
    
    
    48,996
    
    
    
    55,100Property, plant and equipment, less accumulated depreciation
of $92,818 and $75,977
    
    
    598,866
    
    
    
    557,500Deferred income tax benefits
    
    
    24,575
    
    
    
    26,264Restricted cash
    
    
    24,377
    
    
    
    13,691Other intangible assets, less accumulated amortization of $2,083 and $1,795
    
    
    3,269
    
    
    
    4,725Deferred charges and other assets
    
    
    11,937
    
    
    
    33,164Total assets
    
    $
    1,123,798
    
    
    $
    1,020,248LiabilitiesCurrent liabilities:Accounts payable, including book overdrafts of $12,733 and $21,020
    
    $
    95,186
    
    
    $
    117,821Short-term debt
    
    
    101,500
    
    
    
    17,300Payroll and employee benefits payable
    
    
    48,464
    
    
    
    41,125Accrued income and other taxes
    
    
    17,771
    
    
    
    11,735Deferred income taxes payable
    
    
    24,575
    
    
    
    26,264Accrued interest and other liabilities
    
    
    6,868
    
    
    
    5,757Deferred revenue
    
    
    2,240
    
    
    
    8,523Long-term debt due in one year
    
    
    28,044
    
    
    
    31,357Total current liabilities
    
    
    324,648
    
    
    
    259,882Long-term debt
    
    
    268,209
    
    
    
    284,100Employee benefits
    
    
    122,931
    
    
    
    123,498Other liabilities
    
    
    27,501
    
    
    
    13,030Total liabilities
    
    
    743,289
    
    
    
    680,510Minority interest in consolidated subsidiary
    
    
    105,409
    
    
    
    74,234Stockholders equityPreferred stock  $.001 par value; 20,000,000 shares authorized;
no shares issued or outstanding
    
    
    
    
    
    
    Common stock  $.01 par value; 80,000,000 shares authorized; 14,717,234
and 14,686,354 issued; 14,710,568 and 14,679,688 shares outstanding
    
    
    147
    
    
    
    147Additional paid-in capital
    
    
    278,474
    
    
    
    276,097Accumulated deficit
    
    
    (3,421
    )
    
    
    (10,640
    )Treasury stock, 6,666 shares, at cost
    
    
    (100
    )
    
    
    (100
    )Total stockholders equity
    
    
    275,100
    
    
    
    265,504Total liabilities and stockholders equity
    
    $
    1,123,798
    
    
    $
    1,020,248
  2




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WHEELING-PITTSBURGH CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows (Unaudited)
(Dollars in thousands)
 Six Months EndedJune 30,2006
    
    
    2005Cash flows from operating activities:Net income
    
    $
    7,219
    
    
    $
    10,727Adjustments to reconcile net income to cash used in
operating activities:Depreciation and amortization expense
    
    
    17,137
    
    
    
    17,892VEBA, profit sharing and other stock transactions
    
    
    4,861
    
    
    
    3,612Other postretirement benefits
    
    
    (897
    )
    
    
    41Deferred compensation and stock options
    
    
    1,842
    
    
    
    1,463Equity income of affiliated companies, net of dividends
    
    
    5,216
    
    
    
    380Interest paid-in-kind
    
    
    940
    
    
    
    888Loss on disposition of assets
    
    
    30
    
    
    
    668Deferred income taxes
    
    
    1,168
    
    
    
    3,816Minority interest
    
    
    216
    
    
    
    Other
    
    
    28
    
    
    
    17Changes in current assets and current liabilities:Accounts receivable
    
    
    (62,242
    )
    
    
    (22,226
    )Inventories
    
    
    (21,272
    )
    
    
    (45,660
    )Other current assets
    
    
    4,801
    
    
    
    13,776Accounts payable
    
    
    (14,348
    )
    
    
    (9,239
    )Other current liabilities
    
    
    3,877
    
    
    
    (1,894
    )Other assets and liabilities, net
    
    
    6,987
    
    
    
    (4,944
    )Net cash used in operating activities
    
    
    (44,437
    )
    
    
    (30,683
    )Cash flows from investing activities:Payments from affiliates
    
    
    1,350
    
    
    
    1,250Investment in affiliates
    
    
    (462
    )
    
    
    Capital expenditures
    
    
    (58,245
    )
    
    
    (39,617
    )Restricted cash used to fund capital expenditures
    
    
    (10,686
    )
    
    
    12,502Proceeds from sale of assets
    
    
    
    
    
    
    344Net cash used in investing activities
    
    
    (68,043
    )
    
    
    (25,521
    )Cash flows from financing activities:Book overdraft
    
    
    (8,287
    )
    
    
    3,149Net change in short-term debt
    
    
    84,200
    
    
    
    31,500Repayment of long-term debt
    
    
    (20,172
    )
    
    
    (6,916
    )Minority interest investment in subsidiary
    
    
    60,000
    
    
    
    Net cash provided by financing activities
    
    
    115,741
    
    
    
    27,733Increase (decrease) in cash and cash equivalents
    
    
    3,261
    
    
    
    (28,471
    )Cash and cash equivalents, beginning of period
    
    
    8,863
    
    
    
    31,198Cash and cash equivalents, end of period
    
    $
    12,124
    
    
    $
    2,727
  3




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WHEELING-PITTSBURGH CORPORATION AND SUBSIDIARIES
Condensed Consolidated Statement of Changes in Stockholders Equity (Unaudited)
(Dollars in thousands)
 Additional
    
    
    AccumulatedPreferred
    
    
    Common
    
    
    Paid-in
    
    
    Earnings
    
    
    TreasuryStock
    
    
    Stock
    
    
    Capital
    
    
    (Deficit)
    
    
    Stock
    
    
    TotalBalance, December 31, 2004
    
    $
    
    
    
    $
    144
    
    
    $
    267,327
    
    
    $
    23,194
    
    
    $
    (60
    )
    
    $
    290,605Shares issued:Employee benefit plans
    
    
    
    
    
    
    3
    
    
    
    5,712
    
    
    
    
    
    
    
    
    
    
    
    5,715Restricted stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Restricted stock forfeiture
    
    
    
    
    
    
    
    
    
    
    40
    
    
    
    
    
    
    
    (40
    )
    
    
    Compensation expense
recognized
    
    
    
    
    
    
    
    
    
    
    2,687
    
    
    
    
    
    
    
    
    
    
    
    2,687Stock option grants
    
    
    
    
    
    
    
    
    
    
    331
    
    
    
    
    
    
    
    
    
    
    
    331Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (33,834
    )
    
    
    
    
    
    
    (33,834
    )Balance, December 31, 2005
    
    
    
    
    
    
    147
    
    
    
    276,097
    
    
    
    (10,640
    )
    
    
    (100
    )
    
    
    265,504Shares issued:Employee benefit plans
    
    
    
    
    
    
    
    
    
    
    535
    
    
    
    
    
    
    
    
    
    
    
    535Compensation expense
recognized
    
    
    
    
    
    
    
    
    
    
    1,669
    
    
    
    
    
    
    
    
    
    
    
    1,669Stock option grants
    
    
    
    
    
    
    
    
    
    
    173
    
    
    
    
    
    
    
    
    
    
    
    173Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,219
    
    
    
    
    
    
    
    7,219Balance, June 30, 2006
    
    $
    
    
    
    $
    147
    
    
    $
    278,474
    
    
    $
    (3,421
    )
    
    $
    (100
    )
    
    $
    275,100
 Issued
    
    
    Treasury
    
    
    OutstandingShare Activity:Balance, December 31, 2004
    
    
    14,437,223
    
    
    
    4,000
    
    
    
    14,433,223Shares issued  employee benefit plans
    
    
    238,631
    
    
    
    
    
    
    
    238,631Restricted stock issued
    
    
    10,500
    
    
    
    
    
    
    
    10,500Restricted stock forfeiture
    
    
    
    
    
    
    2,666
    
    
    
    (2,666
    )Balance, December 31, 2005
    
    
    14,686,354
    
    
    
    6,666
    
    
    
    14,679,688Shares issued  employee benefit plans
    
    
    30,880
    
    
    
    
    
    
    
    30,880Balance, June 30, 2006
    
    
    14,717,234
    
    
    
    6,666
    
    
    
    14,710,568
  4




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Notes to Condensed Consolidated Financial Statements (Unaudited)
(Dollars in thousands, except per share amounts)
 1.
    
    Basis of PresentationThe condensed consolidated financial statements of Wheeling-Pittsburgh Corporation and
subsidiaries (WPC or the Company) are unaudited. In the opinion of management, these financial
statements reflect all recurring adjustments necessary to present fairly the consolidated
financial position of the Company and the results of its operations and the changes in its cash
flows for the periods presented.These financial statements, including notes thereto, have been prepared in accordance with
applicable rules of the Securities and Exchange Commission and do not include all of the
information and disclosures required by generally accepted accounting principles in the United
States of America for complete financial statements. The results reported in these financial
statements may not be indicative of the results that may be expected for the entire year. This
Form 10-Q should be read in conjunction with the Companys Form 10-K for the year ended December
31, 2005.2.
    
    New Accounting StandardsThe Financial Accounting Standards Board (FASB) issued FASB Interpretation No. (FIN) 48,
Accounting for Uncertainty in Income Taxes, in June 2006. FIN 48 clarifies the accounting for
uncertainty in income taxes recognized in an enterprises financial statements and prescribes a
recognition threshold and measurement attribute for the financial statement recognition and
measurement of a tax position taken or expected to be taken in a tax return. FIN 48 is
effective for fiscal years beginning after December 15, 2006. The Company does not expect this
interpretation to have a material impact on its financial statements.The FASB issued Statement of Financial Accounting Standards (SFAS) No. 156, Accounting for
Servicing of Financial Assets  an Amendment of FASB Statement No. 140, in March 2006. SFAS
No. 156 requires that all separately recognized servicing assets and liabilities be initially
measured at fair value, if practicable, and permits the subsequent remeasurement of servicing
assets and liabilities at fair value. SFAS No. 156 is effective for fiscal years beginning
after September 15, 2006. The Company does not expect this statement to have a material impact
on its financial statements.The FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments  an
Amendment of FASB Statements No. 133 and 140, in February 2006. SFAS No. 155 eliminates the
exemption from applying SFAS No. 133 to interests in securitized financial assets and allows for
fair value measurement at acquisition, at issuance or on re-measurement on an
instrument-by-instrument basis in cases in which a derivative would otherwise have to be
bifurcated. SFAS No. 155 is effective for all financial instruments acquired or issued after
the beginning of an entitys first fiscal year beginning after September 15, 2006. The Company
does not expect this statement to have a material impact on its financial statements.The FASB issued SFAS No. 154, Accounting Changes and Error Corrections, in May 2005. SFAS No.
154 requires retrospective application to prior periods financial statements of voluntary
changes in accounting principles, unless it is impracticable to determine either the
period-specific effects or the cumulative effect of the change. This statement also applies to
changes required by accounting pronouncements if the pronouncement does not provide for specific
transition provisions. SFAS No. 154 is effective for accounting changes made in fiscal years
beginning after December 15, 2005. The Company does not expect this statement to have a
material impact on its financial statements.The FASB issued SFAS No. 151, Inventory Costs, an amendment of ARB No. 43, Chapter 4, in
December 2004. SFAS No. 151 requires that abnormal amounts of idle facility expense, freight,
handling costs and wasted materials be recognized as current-period costs and not as
inventoriable costs. SFAS No. 151 is effective for fiscal years beginning after June 15, 2005.
The Company does not expect this statement to have a material impact on its financial
statements.
 5




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3.
    
    Business SegmentThe Company is engaged in one line of business and operates in 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 PartiesThe Company owns 35.7% of the outstanding common stock of Wheeling-Nisshin, Inc.
(Wheeling-Nisshin), which is accounted for using the equity method of accounting. The Company
had sales to Wheeling-Nisshin of $67,890 and $48,109 during the quarters ended June 30, 2006 and
2005, respectively, and had sales to Wheeling-Nisshin of $139,051 and $109,933 during the six
months ended June 30, 2006 and 2005, respectively. 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
$10,715 and $5,000 during the six months ended June 30, 2006 and 2005, respectively. At June
30, 2006 and December 31, 2005, the Company had accounts receivable due from Wheeling-Nisshin,
Inc. of $3,373 and $3,439, respectively, and had accounts payable to Wheeling-Nisshin of $936
and $726, respectively.The Company owns 50% of the outstanding common stock of Ohio Coatings Corporation (OCC), which
is accounted for using the equity method of accounting. The Company had sales to OCC of $20,063
and $31,501 during the quarters ended June 30, 2006 and 2005, respectively, and had sales to OCC
of $43,576 and $69,516 during the six months ended June 30, 2006 and 2005, respectively. Sales
to OCC are made at prevailing market prices. At June 30, 2006 and December 31, 2005, the
Company had accounts receivable due from OCC of $8,025 and $8,852, respectively. At June 30,
2006 and December 31, 2005, the Company has a loan receivable due from OCC of $6,350 and $7,700,
respectively, which bears interest at a variable rate, which currently approximates 6.9%. The
Company recorded interest income on the loan receivable of $106 and $173 during the quarters
ended June 30, 2006 and 2005, respectively, and recorded interest income on the loan receivable
of $227 and $284 during the six months ended June 30, 2006 and 2005, respectively. The Company
received principal payments on the loan of $1,000 and $350 during the quarters ended June 30,
2006 and 2005, respectively, and received principal payments on the loan of $1,350 and $1,250
during the six months ended June 30, 2006 and 2005, respectively.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
quarters and six months ended June 30, 2006 and 2005, the Company received dividends from
Feralloy of $147 and $147, respectively.During the first quarter of 2006, the Company acquired 50% of the outstanding common stock of
Jensen Bridge & Roofing Company, LLC (Jensen Bridge), a joint venture, that produces and sells
corrugated roofing products. The joint venture is accounted for using the equity method of
accounting. The Company had sales to Jensen Bridge during the quarter and six months ended June
30, 2006 of $437 and $619, respectively. Sales to Jensen Bridge are made at prevailing market
prices. At June 30, 2006, the Company had accounts receivable due from Jensen Bridge of $224.5.
    
    Insurance RecoveryDuring the six months ended June 30, 2006, the Company received $12,659 in partial settlement of
a business interruption insurance claim relating to an insurable event that occurred in December
2004. Of this amount, $7,299 was recorded as a reduction of cost of goods sold during the six
months ended June 30, 2006 and $5,360 was recorded as a reduction of cost of goods sold during
the quarter ended December 31, 2005.6.
    
    Share-Based PaymentsThe Company adopted SFAS No. 123 (revised 2004), Share-Based Payment, in the first quarter of
2005 and elected to apply the statement using the modified retrospective method.
 6




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##### 



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. These shares vest,
subject to forfeiture, in increments of one-third of the total grant to each individual ratably
over three years. Of these shares, 329,334 shares have vested to date, 164,000 shares will vest
two business days after the earnings release for the second quarter of 2006 and 6,666 shares
have been forfeited. In March 2005, the Company granted 10,500 shares of common stock to
certain employees under its management stock incentive plan, all of which vest, subject to
forfeiture, two business days after the earnings release for the second quarter of 2006. No shares of non-vested restricted stock vested under these plans during the quarters and six
months ended June 30, 2006 and 2005. No shares granted under these plans are subject to
retirement eligible provisions.The grant date fair value of non-vested restricted stock is measured as being equal to the fair
value of the Companys common stock on the date of grant. The 10,500 shares of non-vested
restricted stock granted during the six months ended June 30, 2005 had a grant date fair value
of $39.01 per share.A summary of activity under these plans as of June 30, 2006 and changes during the six months
then ended is as follows:
 WeightedAverageGrant DateShares
    
    
    Fair ValueBalance, December 31, 2005
    
    
    174,500
    
    
    $
    16.44Restricted stock granted
    
    
    
    
    
    
    Restricted stock forfeited
    
    
    
    
    
    
    Restricted stock vested
    
    
    
    
    
    
    Balance, June 30, 2006
    
    
    174,500
    
    
    $
    16.44
 Compensation expense under these plans is equal to the grant date fair value of the non-vested
restricted stock issued, amortized over the vesting or requisite service period for each grant.
Compensation expense related to these plans amounted to $689 and $684 for the quarters ended
June 30, 2006 and 2005, respectively, and
$1,381 and $1,304 for the six months ended June 30, 2006. At June 30, 2006, unrecognized
compensation expense relative to non-vested restricted stock amounted to $228. This amount will
be amortized to expense ratably through August 2006.Stock options:The Company maintains a stock option plan for non-employee directors of the Company pursuant to
which it granted stock options for 4,312 and 5,393 shares of its common stock during the
quarters ended June 30, 2006 and 2005, respectively, at an exercise price of $25.48 and $19.58
per share, respectively. The Company granted stock options for 10,200 and 8,115 shares of its
common stock during the six months ended June 30, 2006 and 2005, respectively, at a weighted
average exercise price of $21.12 and $26.05, 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.
No stock options were exercised during the quarters and six months ended June 30, 2006 and
2005.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, 2006 and 2005 was $19.03 and $14.09 per share, respectively, and the
weighted average grant date fair value of stock options granted during the six months ended June
30, 2006 and 2005 was $16.92 and $19.59, respectively, determined using the following
assumptions:
 7




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##### 



Quarter Ended
    
    Six Months EndedJune 30,
    
    June 30,2006
    
    2005
    
    2006
    
    2005Average risk-free interest rate
    
    
    5.21
    %
    
    
    4.12
    %
    
    
    5.00
    %
    
    
    4.29
    %Expected dividend yield
    
    
    0.00
    %
    
    
    0.00
    %
    
    
    0.00
    %
    
    
    0.00
    %Expected volatility
    
    
    83.79
    %
    
    
    77.87
    %
    
    
    84.03
    %
    
    
    80.87
    %Expected life (years)
    
    
    10
    
    
    
    10
    
    
    
    10
    
    
    
    10
 A summary of activity under this plan as of June 30, 2006 and changes during the six months then
ended is as follows:
 WeightedAverage
    
    
    AggregateExercise
    
    
    IntrinsicShares
    
    
    Price
    
    
    ValueOutstanding, December 31, 2005
    
    
    62,397
    
    
    $
    15.53Granted
    
    
    10,200
    
    
    
    21.12Exercised
    
    
    
    
    
    
    Expired
    
    
    
    
    
    
    Outstanding, June 30, 2006
    
    
    72,597
    
    
    $
    16.31
    
    
    $
    426Exercisable, June 30, 2006
    
    
    72,597
    
    
    $
    16.31
    
    
    $
    426
 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 $83
and $76 during the quarters ended June 30, 2006 and 2005, respectively, and $173 and $159 during
the six months ended June 30, 2006 and 2005, respectively.Stock unit awards:On March 10, 2006, the Company granted 145,998 stock unit service awards and 103,339 stock unit
performance awards to certain employees under its management stock incentive plan, as amended.
Stock unit service awards will vest to each individual based solely on service, subject to
forfeiture, in amounts equal to 42,652, 68,884 and 34,462 on March 31, 2007, 2008 and 2009,
respectively. Stock unit performance awards will vest to each individual in full, subject to
forfeiture, on March 31, 2009, based on a combination of service and market performance. In
general, market performance will be 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 over the three-year period ending December 31, 2008.
Based on market performance as measured against predetermined targets, as defined by the plan,
all, a portion or none of these stock unit performance awards may vest to each individual on
March 31, 2009. 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. No stock unit awards granted under
the plan vested during the quarter and six months ended June 30, 2006. No stock unit awards
granted under this plan are 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 grant date fair value of stock
unit service awards granted during the six months ended June 30, 2006 was $18.86 per stock unit
service award. The grant date fair value of stock unit performance awards is measured using a
lattice-based valuation model.Compensation expense for stock unit awards is equal to the grant date fair value of the stock
unit awards, amortized over the vesting or requisite service period for each grant.
Compensation expense related to stock unit awards for the quarter and six months ended June 30,
2006 was not material.
 8




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##### 



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, 2006, 10,500 restricted shares of common stock had been issued under the management
stock incentive plan, 72,597 options to acquire shares of common stock were outstanding under
the plan and 249,337 stock unit awards were outstanding under the plan.7.
    
    Pension and Other Postretirement BenefitsNet periodic cost for pension and other postretirement benefits was as follows:
 Quarter Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Components of net periodic cost:Service cost
    
    $
    424
    
    
    $
    413
    
    
    $
    850
    
    
    $
    827Interest cost
    
    
    1,456
    
    
    
    1,325
    
    
    
    2,912
    
    
    
    2,649Expected return on assets
    
    
    (102
    )
    
    
    
    
    
    
    (205
    )
    
    
    Amortization of prior service credit
    
    
    (1,169
    )
    
    
    (1,196
    )
    
    
    (2,339
    )
    
    
    (2,393
    )Recognized actuarial loss
    
    
    271
    
    
    
    310
    
    
    
    542
    
    
    
    621Net periodic cost
    
    $
    880
    
    
    $
    852
    
    
    $
    1,760
    
    
    $
    1,704
 The Company contributed $45 and $57 to its defined benefit pension plan during the quarter and
six months June 30, 2005. The Company made payments of $1,207 and $723 for other postretirement
benefits during the quarters ended June 30, 2006 and 2005, respectively, and $2,405 and $1,477
during the six months ended
June 30, 2006 and 2005, respectively. The Company does not expect to make any contributions to
its defined benefit pension plan during 2006 and expects to make payments of $4,482 for other
postretirement benefits during 2006.8.
    
    VEBA and Profit Sharing ExpenseDuring the quarter ended June 30, 2006, the Company incurred VEBA and profit sharing expense of
$6,164. The Company expects to satisfy $4,326 of this obligation by issuing common stock during
the third quarter of 2006. The remaining portion of this obligation will be settled in cash
during the third quarter of 2006. During the quarter ended June 30, 2005, the Company incurred
VEBA and profit sharing expense of $1,803. Of this amount, $500 was satisfied with pre-funded
amounts. The Company satisfied the remaining portion of this amount obligation by issuing
69,636 shares of common stock during the second and third quarters of 2005.During the six months ended June 30, 2006, the Company incurred VEBA and profit sharing expense
of $6,327. The Company satisfied $163 of this obligation by issuing 6,887 shares of common
stock in the second quarter of 2006 and expects to satisfy $4,326 of this obligation by issuing
common stock during the third quarter of 2006. The remaining portion of this obligation will be
settled in cash during the third quarter of 2006. During the six months ended June 30, 2005,
the Company incurred VEBA and profit sharing expense of $4,368. Of this amount, $1,000 was
settled with pre-funded amounts. The Company satisfied the remaining portion of this obligation
by issuing 159,897 shares of common stock and by making a cash payment of $26 during the second
and third quarters of 2005.
 9




---



##### 



9.
    
    Other IncomeOther income consisted of the following:
 Quarter Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Equity income from affiliates
    
    $
    3,276
    
    
    $
    2,052
    
    
    $
    5,646
    
    
    $
    4,767Other income
    
    
    562
    
    
    
    1,041
    
    
    
    1,008
    
    
    
    1,294Total
    
    $
    3,838
    
    
    $
    3,093
    
    
    $
    6,654
    
    
    $
    6,061
 10.
    
    Earnings Per ShareFor the quarters and six months ended June 30, 2006 and 2005, a reconciliation of the numerator
and denominator for the calculation of basic and diluted earnings per share is as follows:
 Quarter Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Income available to common shareholders
    
    $
    9,329
    
    
    $
    2,627
    
    
    $
    7,219
    
    
    $
    10,727Weighed-average basic shares outstanding
    
    
    14,530
    
    
    
    14,207
    
    
    
    14,523
    
    
    
    14,158Dilutive effect of:Non-vested restricted stock
    
    
    143
    
    
    
    196
    
    
    
    114
    
    
    
    241Stock options
    
    
    22
    
    
    
    15
    
    
    
    16
    
    
    
    19Stock unit awards
    
    
    134
    
    
    
    
    
    
    
    81
    
    
    
    Weighed-average diluted shares outstanding
    
    
    14,829
    
    
    
    14,418
    
    
    
    14,734
    
    
    
    14,418Basic earnings per share
    
    $
    0.64
    
    
    $
    0.18
    
    
    $
    0.50
    
    
    $
    0.76Diluted earnings per share
    
    $
    0.63
    
    
    $
    0.18
    
    
    $
    0.49
    
    
    $
    0.74
 For the quarters ended June 30, 2006 and 2005, stock options for 18,488 and 19,529 shares
of common stock at a weighted average exercise price of $28.86 and $27.05 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, 2006 and 2005, stock options for 18,448
and 8,115 shares of common stock at a weighted average exercise price of $28.86 and $26.05 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, 2005, 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.
 10




---



##### 



11.
    
    InventoriesInventories are valued at the lower of cost or market value. Cost is determined by the last-in
first-out (LIFO) method for substantially all inventories. Approximately 92% of inventories are
valued using the LIFO method.
 June 30,
    
    
    December 31,2006
    
    
    2005Raw materials
    
    $
    58,962
    
    
    $
    49,193In-process
    
    
    167,111
    
    
    
    155,860Finished products
    
    
    30,149
    
    
    
    28,870Other materials and supplies
    
    
    156
    
    
    
    152Total current cost
    
    
    256,378
    
    
    
    234,075Excess of current cost over carrying cost
    
    
    (68,540
    )
    
    
    (67,509
    )Carrying cost
    
    $
    187,838
    
    
    $
    166,566
 During the quarters and six months ended June 30, 2006 and 2005, 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 $2,343 and $4,250 for the quarters
ended June 30, 2006 and 2005, respectively, and to increase operating income by $1,903 and
$4,640 for the six months ended June 30, 2006 and 2005, respectively.12.
    
    Other Intangible AssetsUnder the provisions of Statement of Position 90-7, Financial Reporting by Entities in
Reorganization Under the Bankruptcy Code and SFAS No. 109 Accounting for Income Taxes,
pre-confirmation net operating loss carryforwards and benefits resulting from the reversal of a
valuation allowance applicable to other deferred tax assets are used first to reduce goodwill
and then to reduce other intangible assets, and finally as a credit to equity. During the
quarter and six months ended June 30, 2006, other intangible assets was reduced by $1,168,
representing the tax benefit from the utilization of pre-confirmation net operating loss
carryforwards and the reversal of other deferred tax assets for which a full valuation allowance
had been provided.13.
    
    Variable Interest EntityOn September 29, 2005, the Company and SNA Carbon, LLC (SNA Carbon) entered into an Amended and
Restated Limited Liability Company Agreement of Mountain State Carbon, LLC (MSC), (a joint
venture formed to own and refurbish the coke plant facility contributed to it by the Company and
to produce and sell metallurgical coke to and for the benefit of both parties. Upon formation
of the joint venture, each party received a 50% voting interest in the joint venture.In general, all coke produced by the joint venture will be sold to each party at the cost
incurred by the joint venture to produce coke, excluding demolition costs, plus 5%. Pursuant to
coke supply agreements between the parties and the joint venture, the Company will acquire
approximately 60% of all of the coke produced by the joint venture from inception through
December 31, 2006. Each party will acquire 50% of all coke produced by the joint venture for
all periods thereafter. Due to the disproportionate sale of coke by the joint venture from
inception through December 31, 2006, the Company has been identified as the primary beneficiary
of the joint venture in accordance with the provisions of FASB Interpretation No. 46 (revised
December 2003), Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51
(FIN 46(R)).At June 30, 2006 and December 31, 2005, the net assets of the joint venture included in the
consolidated balance sheet of the Company were as follows:
 11




---



##### 



June 30,
    
    
    December 31,2006
    
    
    2005Cash and cash equivalents
    
    $
    6,745
    
    
    $
    3,629Accounts receivable
    
    
    4,484
    
    
    
    962Inventory
    
    
    14,493
    
    
    
    10,120Other current assets
    
    
    1,572
    
    
    
    2,282Total current assets
    
    
    27,294
    
    
    
    16,993Restricted cash
    
    
    24,377
    
    
    
    13,691Property, plant and equipment, net
    
    
    139,356
    
    
    
    99,595Other assets
    
    
    
    
    
    
    15,617Total
    
    
    191,027
    
    
    
    145,896Accounts payable
    
    
    12,240
    
    
    
    21,986Other current liabilities
    
    
    761
    
    
    
    119Other liabilities
    
    
    14,316
    
    
    
    86Minority interest
    
    
    105,409
    
    
    
    74,234Total
    
    
    132,726
    
    
    
    96,425Net assets
    
    $
    58,301
    
    
    $
    49,471
  Quarter
    
    
    Six MonthsEnded
    
    
    EndedJune 30,
    
    
    June 30,2006
    
    
    2006Net sales
    
    $
    11,153
    
    
    $
    15,800Cost of goods sold, excluding depreciation and amortization expense
    
    
    (5,102
    )
    
    
    (10,060
    )Depreciation and amortization expense
    
    
    (1,058
    )
    
    
    (1,642
    )Selling, general and administrative expense
    
    
    (1,580
    )
    
    
    (3,001
    )Operating income
    
    
    3,413
    
    
    
    1,097Interest income, net
    
    
    345
    
    
    
    570Income before minority interest
    
    $
    3,758
    
    
    $
    1,667
 All intercompany accounts, balances and transactions have been eliminated. The minority
interest in the consolidated subsidiary reflected in the Companys consolidated balance sheet
reflects SNA Carbons share of the estimated fair value of the net assets of the joint venture,
based on voting interest. This amount was less than the carrying cost of their investment by
$14,224 at June 30, 2006 and exceeded the carrying cost of their investment by $14,817 at
December 31, 2005.At June 30, 2006 and December 31, 2005, the joint venture had no third party debt outstanding.
No consolidated assets of the Company were pledged as collateral for any joint venture
obligations. The general creditors of the joint venture had no recourse to the general credit
of the Company.14.
    
    Long-term DebtIn March 2006, the term loan lenders and the Emergency Steel
Loan Guarantee Board agreed to waive compliance with the leverage and
interest coverage ratios and to amend the fixed charge coverage ratio
under the term loan agreement through the quarter ending
June 30, 2007, not requiring compliance with these covenants
until the quarter ending September 30, 2007. The term loan
agreement, as amended, requires the Company to comply with a minimum
fixed charge coverage ratio or to maintain minimum borrowing
availability of at least $50,000 at all times under its revolving
credit agreement.15.
    
    Commitments and ContingenciesEnvironmental MattersPrior to confirmation of the Companys plan of reorganization effective August 1, 2003, the
Company settled all pre-petition environmental claims made by state (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
 12




---



##### 



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. It is expected that this inquiry will commence in the third or
fourth quarter of 2006.The Company estimates that demands for stipulated penalties and fines for post-petition events
and activities through June 30, 2006 could total up to $2,970, 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) $2,335 related to a January 30, 1996 USEPA consent decree
for the Companys coke oven gas desulphurization facility; (b) $512 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; and (d) $22 related to a 1992 USEPA consent order for other water
discharges issues. The Company may have defenses to 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
$1,700 at June 30, 2006, 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. 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 $4,616 for such remediation measures.The Company has also accrued $400 related to a 1989 consent order issued by the USEPA for
surface impoundment issues at a coke plant facility owned by the MSC.In July 2005, an additional environmental liability was identified regarding the potential of
migration of subsurface oil from historical operations into waters in the Commonwealth of
Pennsylvania. Consequently, a remediation plan was developed, and implementation of this plan
commenced in the fourth quarter of 2005. An estimated expenditure of $1,000 is expected to be
made during 2006 to address this environmental liability.Total accrued environmental liabilities amounted to $10,686 and $9,872 at June 30, 2006 and
December 31, 2005, 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.Capital expenditures for environmental projects totaled $3,430 during the six months ended June
30, 2006. The Company estimates capital expenditures for environmental projects to be $6,900
for 2006, $10,460 for 2007 and $9,420 for 2008. However, due to the possibility of
unanticipated factual or regulatory
developments, the amount and timing of future capital expenditures may vary substantially from
such estimates.CommitmentsIn June 2005, the Company entered into a contract to purchase up to 20,000 tons of metallurgical
coal each month for the period from August 2006 through May 2007 at a price of $94.50 per ton.
Approximately 33,000 tons were pre-delivered under the terms of the contract during the six
months ended June 30, 2006. The
 13




---



##### 



contract requires the Company to pay an average buy-out cost of
$7.50 per ton for each ton of coal that is not taken under the contract. In addition, the
Company made a prepayment of $5,100 under the terms of the contract, which will be applied
ratably to reduce the cash cost of each ton of coal delivered under the contract. This
prepayment will be forfeited if coal is not taken under the contract.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 delivery of oxygen
under this contract totaled $3,040 and $2,377 during the quarters ended June 30, 2006 and 2005,
respectively, and $5,810 and $4,693 during the six months ended June 30, 2006 and 2005,
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 $3,386 and $2,407 during the quarters ended
June 30, 2006 and 2005, respectively, and $6,169 and $4,819 during the six months ended June 30,
2006 and 2005, respectively. At June 30, 2006, a maximum termination payment of approximately
$30,675 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. Current estimates are to spend approximately
$87,10000, $18,700, $9,500 and $9,200 in 2006, 2007, 2008 and 2009, respectively The Company
has committed to make capital contributions of up to $38,000 and SNA Carbon has committed to
make capital contributions of up to $68,000 ($60,000 of which was contributed during the first
six months of 2006) to fund these expenditures. Additional required funding will be made by the
joint venture or the joint venture partners in accordance with the joint venture agreement.GuaranteesIn March 2006, the Company entered into an operating lease for certain mobile equipment, which
contains a residual lease guarantee approximating $581. This residual lease guarantee has been
reflected in the financial statements as an obligation and is included in other current
liabilities.OtherThe Company is the subject of, or party to, a number of other pending or threatened legal
actions involving a variety of matters. However, based on information currently available,
management believes that the disposition of these matters will not have a material adverse
effect on the business, results of operations or the financial position of the Company.16.
    
    Summarized Combined Financial InformationWheeling-Pittsburgh Steel Corporation (WPSC), a wholly-owned subsidiary of the Company, is the
issuer of the outstanding $40 million Series A notes and $20 million Series B notes. The Series
A and Series B notes were not registered under the Securities Act of 1933 or the Securities Act
of 1934. The Series A notes and Series B notes are each fully and unconditionally guaranteed,
jointly and severally, by 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.
 14




---



##### 



CONDENSED CONSOLIDATING BALANCE SHEET
June 30, 2006
 ConsolidatingWPC and
    
    
    
    
    
    
    andSubsidiary
    
    
    
    
    
    
    Eliminating
    
    
    WPCGuarantors
    
    
    WPSC
    
    
    Entries
    
    
    ConsolidatedAssetsCash and cash equivalents
    
    $
    
    
    
    $
    12,124
    
    
    $
    
    
    
    $
    12,124Trade accounts receivables
    
    
    
    
    
    
    194,885
    
    
    
    
    
    
    
    194,885Inventories
    
    
    
    
    
    
    187,838
    
    
    
    
    
    
    
    187,838Other current assets
    
    
    122
    
    
    
    16,809
    
    
    
    
    
    
    
    16,931Total current assets
    
    
    122
    
    
    
    411,656
    
    
    
    
    
    
    
    411,778Intercompany receivables
    
    
    
    
    
    
    5,893
    
    
    
    (5,893
    )
    
    
    Investments and advances in affiliates
    
    
    279,602
    
    
    
    48,996
    
    
    
    (279,602
    )
    
    
    48,996Property, plant and equipment, net
    
    
    2,255
    
    
    
    596,611
    
    
    
    
    
    
    
    598,866Restricted cash
    
    
    
    
    
    
    24,377
    
    
    
    
    
    
    
    24,377Other non-current assets
    
    
    896
    
    
    
    38,885
    
    
    
    
    
    
    
    39,781Total assets
    
    $
    282,875
    
    
    $
    1,126,418
    
    
    $
    (285,495
    )
    
    $
    1,123,798Liabilities and stockholders equityAccounts payable
    
    $
    1,500
    
    
    $
    93,686
    
    
    $
    
    
    
    $
    95,186Other current liabilities
    
    
    260
    
    
    
    229,202
    
    
    
    
    
    
    
    229,462Total current liabilities
    
    
    1,760
    
    
    
    322,888
    
    
    
    
    
    
    
    324,648Intercompany payable
    
    
    5,893
    
    
    
    
    
    
    
    (5,893
    )
    
    
    Long-term debt
    
    
    
    
    
    
    268,209
    
    
    
    
    
    
    
    268,209Other non-current liabilities
    
    
    122
    
    
    
    150,310
    
    
    
    
    
    
    
    150,432Minority interest
    
    
    
    
    
    
    105,409
    
    
    
    
    
    
    
    105,409Stockholders equity
    
    
    275,100
    
    
    
    279,602
    
    
    
    (279,602
    )
    
    
    275,100Total liabilities and stockholders equity
    
    $
    282,875
    
    
    $
    1,126,418
    
    
    $
    (285,495
    )
    
    $
    1,123,798
 15




---



##### 



CONDENSED CONSOLIDATING BALANCE SHEET
December 31, 2005
 ConsolidatingWPC and
    
    
    
    
    
    
    andSubsidiary
    
    
    
    
    
    
    Eliminating
    
    
    WPCGuarantors
    
    
    WPSC
    
    
    Entries
    
    
    ConsolidatedAssetsCash and cash equivalents
    
    $
    
    
    
    $
    8,863
    
    
    $
    
    
    
    $
    8,863Trade accounts receivables
    
    
    
    
    
    
    132,643
    
    
    
    
    
    
    
    132,643Inventories
    
    
    
    
    
    
    166,566
    
    
    
    
    
    
    
    166,566Other current assets
    
    
    122
    
    
    
    21,610
    
    
    
    
    
    
    
    21,732Total current assets
    
    
    122
    
    
    
    329,682
    
    
    
    
    
    
    
    329,804Intercompany receivables
    
    
    
    
    
    
    4,940
    
    
    
    (4,940
    )
    
    
    Investments and advances in affiliates
    
    
    267,569
    
    
    
    55,100
    
    
    
    (267,569
    )
    
    
    55,100Property, plant and equipment, net
    
    
    2,255
    
    
    
    555,245
    
    
    
    
    
    
    
    557,500Restricted cash
    
    
    
    
    
    
    13,691
    
    
    
    
    
    
    
    13,691Other non-current assets
    
    
    896
    
    
    
    63,257
    
    
    
    
    
    
    
    64,153Total assets
    
    $
    270,842
    
    
    $
    1,021,915
    
    
    $
    (272,509
    )
    
    $
    1,020,248Liabilities and stockholders equityAccounts payable
    
    $
    
    
    
    $
    117,821
    
    
    $
    
    
    
    $
    117,821Other current liabilities
    
    
    276
    
    
    
    141,785
    
    
    
    
    
    
    
    142,061Total current liabilities
    
    
    276
    
    
    
    259,606
    
    
    
    
    
    
    
    259,882Intercompany payable
    
    
    4,940
    
    
    
    
    
    
    
    (4,940
    )
    
    
    Long-term debt
    
    
    
    
    
    
    284,100
    
    
    
    
    
    
    
    284,100Other non-current liabilities
    
    
    122
    
    
    
    136,406
    
    
    
    
    
    
    
    136,528Minority interest
    
    
    
    
    
    
    74,234
    
    
    
    
    
    
    
    74,234Stockholders equity
    
    
    265,504
    
    
    
    267,569
    
    
    
    (267,569
    )
    
    
    265,504Total liabilities and stockholders equity
    
    $
    270,842
    
    
    $
    1,021,915
    
    
    $
    (272,509
    )
    
    $
    1,020,248
 16




---



##### 



CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
Quarter Ended June 30, 2006
 ConsolidatingWPC and
    
    
    
    
    
    
    andSubsidiary
    
    
    
    
    
    
    Eliminating
    
    
    WPCGuarantors
    
    
    WPSC
    
    
    Entries
    
    
    ConsolidatedIncome DataNet sales
    
    $
    
    
    
    $
    493,925
    
    
    $
    
    
    
    $
    493,925Cost of sales
    
    
    
    
    
    
    445,384
    
    
    
    
    
    
    
    445,384Depreciation and amortizaton expense
    
    
    
    
    
    
    8,830
    
    
    
    
    
    
    
    8,830Selling, administrative and general expense
    
    
    476
    
    
    
    19,949
    
    
    
    
    
    
    
    20,425Operating income (loss)
    
    
    (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
 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
Quarter Ended June 30, 2005
 ConsolidatingWPC and
    
    
    
    
    
    
    andSubsidiary
    
    
    
    
    
    
    Eliminating
    
    
    WPCGuarantors
    
    
    WPSC
    
    
    Entries
    
    
    ConsolidatedIncome DataNet sales
    
    $
    
    
    
    $
    415,237
    
    
    $
    
    
    
    $
    415,237Cost of sales
    
    
    
    
    
    
    385,979
    
    
    
    
    
    
    
    385,979Depreciation and amortizaton expense
    
    
    
    
    
    
    8,423
    
    
    
    
    
    
    
    8,423Selling, administrative and general expense
    
    
    472
    
    
    
    15,105
    
    
    
    
    
    
    
    15,577Operating income (loss)
    
    
    (472
    )
    
    
    5,730
    
    
    
    
    
    
    
    5,258Interest expense
    
    
    
    
    
    
    (5,960
    )
    
    
    
    
    
    
    (5,960
    )Other income including equity earnings
of affiliates
    
    
    3,099
    
    
    
    3,093
    
    
    
    (3,099
    )
    
    
    3,093Income before income taxes
    
    
    2,627
    
    
    
    2,863
    
    
    
    (3,099
    )
    
    
    2,391Income tax provision (benefit)
    
    
    
    
    
    
    (236
    )
    
    
    
    
    
    
    (236
    )Net income
    
    $
    2,627
    
    
    $
    3,099
    
    
    $
    (3,099
    )
    
    $
    2,627
 17




---



##### 



CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
Six Months Ended June 30, 2006
 ConsolidatingWPC and
    
    
    
    
    
    
    andSubsidiary
    
    
    
    
    
    
    Eliminating
    
    
    WPCGuarantors
    
    
    WPSC
    
    
    Entries
    
    
    ConsolidatedIncome 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 (loss)
    
    
    (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
 CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS
Six Months Ended June 30, 2005
 ConsolidatingWPC and
    
    
    
    
    
    
    andSubsidiary
    
    
    
    
    
    
    Eliminating
    
    
    WPCGuarantors
    
    
    WPSC
    
    
    Entries
    
    
    ConsolidatedIncome DataNet sales
    
    $
    
    
    
    $
    814,745
    
    
    $
    
    
    
    $
    814,745Cost of sales
    
    
    
    
    
    
    741,937
    
    
    
    
    
    
    
    741,937Depreciation and amortizaton expense
    
    
    
    
    
    
    17,892
    
    
    
    
    
    
    
    17,892Selling, administrative and general expense
    
    
    952
    
    
    
    33,942
    
    
    
    
    
    
    
    34,894Operating income (loss)
    
    
    (952
    )
    
    
    20,974
    
    
    
    
    
    
    
    20,022Interest expense
    
    
    
    
    
    
    (11,540
    )
    
    
    
    
    
    
    (11,540
    )Other income including equity earnings
of affiliates
    
    
    11,679
    
    
    
    6,061
    
    
    
    (11,679
    )
    
    
    6,061Income before income taxes
    
    
    10,727
    
    
    
    15,495
    
    
    
    (11,679
    )
    
    
    14,543Income tax provision
    
    
    
    
    
    
    3,816
    
    
    
    
    
    
    
    3,816Net income
    
    $
    10,727
    
    
    $
    11,679
    
    
    $
    (11,679
    )
    
    $
    10,727
 18




---



##### 



CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
Six Months Ended June 30, 2006
 ConsolidatingWPC and
    
    
    
    
    
    
    andSubsidiary
    
    
    
    
    
    
    Eliminating
    
    
    WPCGuarantors
    
    
    WPSC
    
    
    Entries
    
    
    ConsolidatedNet 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
    
    
    
    
    
    
    
    60,000Other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net 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
 CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
Six Months Ended June 30, 2005
 ConsolidatingWPC and
    
    
    
    
    
    
    andSubsidiary
    
    
    
    
    
    
    Eliminating
    
    
    WPCGuarantors
    
    
    WPSC
    
    
    Entries
    
    
    ConsolidatedNet cash used in operating activities
    
    $
    
    
    
    $
    (30,683
    )
    
    $
    
    
    
    $
    (30,683
    )Investing activities:Capital expenditures
    
    
    
    
    
    
    (39,617
    )
    
    
    
    
    
    
    (39,617
    )Change in restricted cash used to fund
capital expenditures
    
    
    
    
    
    
    12,502
    
    
    
    
    
    
    
    12,502Other
    
    
    
    
    
    
    1,594
    
    
    
    
    
    
    
    1,594Net cash used in investing activities
    
    
    
    
    
    
    (25,521
    )
    
    
    
    
    
    
    (25,521
    )Financing activities:Net borrowings
    
    
    
    
    
    
    24,584
    
    
    
    
    
    
    
    24,584Change in book overdraft
    
    
    
    
    
    
    3,149
    
    
    
    
    
    
    
    3,149Other
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Net cash provided by financing activities
    
    
    
    
    
    
    27,733
    
    
    
    
    
    
    
    27,733Net decrease in cash and cash equivalents
    
    
    
    
    
    
    (28,471
    )
    
    
    
    
    
    
    (28,471
    )Cash and cash equivalents, beginning of period
    
    
    
    
    
    
    31,198
    
    
    
    
    
    
    
    31,198Cash and cash equivalents, end of period
    
    $
    
    
    
    $
    2,727
    
    
    $
    
    
    
    $
    2,727
 19




---



##### 



Item 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 FORWARD-LOOKING
STATEMENTS CAUTIONARY LANGUAGE  The information contained in this filing, other than historical information, consists of
forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E
of the Securities Exchange Act. In particular, statements containing estimates or projections of
future operating or financial performance are not historical facts, and only represent a belief
based on various assumptions, all of which are inherently uncertain. Forward-looking statements
reflect the current views of management and are subject to a number of risks and uncertainties that
could cause actual results to differ materially from those described in such statements. These
risks and uncertainties include, among others, factors relating to (1) the risk that the businesses
of CSN Holdings and Wheeling-Pittsburgh will not be integrated successfully or such integration may
be more difficult, time-consuming or costly than expected; (2) the ability of CSN, CSN Holdings and
Wheeling-Pittsburgh to realize the expected benefits from the proposed strategic alliance,
including expected operating efficiencies, synergies, cost savings and increased productivity, and
the timing of realization of any such expected benefits; (3) lower than expected operating results
for Wheeling-Pittsburgh for the remainder of 2006 or for the strategic alliance; (4) the risk of
unexpected consequences resulting from the strategic alliance; (5) the risk of labor disputes,
including as a result of the proposed strategic alliance or the failure to reach a satisfactory
collective bargaining with the production employees; (6) the ability of the strategic alliance to
operate successfully within a highly cyclical industry; (7) the extent and timing of the entry of
additional competition in the markets in which the strategic alliance will operate; (8) the risk of
decreasing prices for the strategic alliances products; (9) the risk of significant supply
shortages and increases in the cost of raw materials, especially carbon slab supply, and the impact
of rising natural gas prices; (10) rising worldwide transportation costs due to historically high
and volatile oil prices; (11) the ability of the strategic alliance to complete, and the cost and
timing of, capital improvement projects, including upgrade and expansion of Wheeling-Pittsburghs
hot strip mill and construction of an additional galvanizing line; (12) increased competition from
substitute materials, such as aluminum; (13) changes in environmental and other laws and
regulations to which the strategic alliance are subject; (14) adverse changes in interest rates and
other financial market conditions; (15) failure of the convertible financing proposed to be
provided by CSN to be converted to equity; (16) changes in United States trade policy and
governmental actions with respect to imports, particularly with respect to restrictions or tariffs
on the importation of carbons slabs; and (17) political, legal and economic conditions and
developments in the United States and in foreign countries in which the strategic alliance will
operate. There is no guarantee that the expected events, trends or results will actually occur.
The statements are based on many assumptions and factors, and any changes in such assumptions or
factors could cause actual results to differ materially from current expectations. CSN, CSN
Holdings and Wheeling-Pittsburgh assume no duty to update forward-looking statements. Reference is
made to a more complete discussion of forward-looking statements and applicable risks contained in
CSNs and Wheeling-Pittsburghs other filings with the SEC. For a discussion of some of the risk
factors that may cause such a difference, see Note 15 to the Condensed Consolidated Financial
Statements, the disclosures included below under Quantitative and Qualitative Disclosures About
Market Risk, and in Item 1, Financial Statements, of this Quarterly Report on Form 10-Q and Item
IA, Risk Factors, in our Annual Report on Form 10-K for the fiscal year ended December 31, 2005.
 OVERVIEW
 ®
  20




---



##### 



Recent Developments
 Background
  Shipments, Pricing and Production
    Raw Materials
  21




---



##### 



Strategic Alliance
      Esmark Plan to Seek Election of Directors
  Potential Insurance Recovery
  Net Operating Loss Carryover Limitation
  22




---



##### 



RESULTS OF OPERATIONS
 Quarter ended June 30, 2006 versus quarter ended June 30, 2005
         23




---



##### 



Six months ended June 30, 2006 versus six months ended June 30, 2005
       24




---



##### 



LIQUIDITY AND CAPITAL RESOURCES
 Cash Flow from Operating Activities
   Cash Flow from Investing Activities
   Cash Flow from Financing Activities
   25




---



##### 



Liquidity and Capital Resources
    $250 Million Term Loan Agreement
     26




---



##### 



$225 Million Revolving Credit Facility
    $40 Million Series A Notes
  27




---



##### 



20 Million Series B Notes
  10 Million Unsecured Note
   Collateral TypeTangible and Intangible Assets andJoint Venture Equity Interest
    
    Accounts Receivable and InventoryDebt obligation
secured by first
security interest
    
    $250 Million Term Loan
    
    $225 Million Revolving Credit FacilityDebt obligation
secured by second
security interest
    
    $40 Million Series A Notes
    
    $250 Million Term LoanDebt obligation
secured by third
security interest
    
    $225 Million Revolving Credit
Facility
    
    $40 Million Series A NotesDebt obligation
secured by fourth
security interest
    
    $20 Million Series B Notes
    
    $20 Million Series B Notes
  OFF-BALANCE SHEET ARRANGEMENTS
  28




---



##### 



CERTAIN OTHER OBLIGATIONS
  
    
    Modification and assumption agreement between WPSC and Danieli
Corporation. Pursuant to the modified agreement, WPSC paid
Danieli Corporation approximately $2.36 million. Approximately
$3.8 million of the balance of the amount owed to Danieli
Corporation was converted into a portion of the secured term loans
under our term loan agreement that is not guaranteed by the Loan
Board. The balance of the amount owed to Danieli Corporation was
converted into a promissory note.
    
    Loan modification agreement between WPSC and the Ohio Department
of Development. Under this agreement, we made a $2.0 million
partial prepayment of the $6.985 million owed by WPSC to the Ohio
Department of Development pursuant to a loan, dated as of January
18, 2002, from the Ohio Department of Development and we were
granted a two-year deferral from the effective date of the plan of
reorganization of $4.985 million of such loan at an interest rate
of 3% per annum, which was originally due in August 2005. In
August 2005, WPSC and the Ohio Department of Development agreed to
modify the repayment terms of the loan, providing for a $1.0
million payment in October 2005, a $1.5 million payment in July
2006, and a $2.485 million payment in December 2006.
    
    Loan agreement between WPSC and the State of West Virginia. In
connection with WPSCs repayment of a $5.0 million loan from the
West Virginia Development Office, WPSC entered into a $6.5 million
loan agreement with the State of West Virginia. The loan has a
five-year term expiring on August 1, 2008 and bears interest at a
variable rate, which is reset annually and currently approximates
7.3% per annum.
 CONTRACTUAL COMMITMENTS
  Contractual Payments Due(Dollars in millions)RemainingPortion of
    
    
    2007 to
    
    
    2009 toTotal
    
    
    2006
    
    
    2008
    
    
    2010
    
    
    ThereafterLong-term debt (1)
    
    $
    289.6
    
    
    $
    11.6
    
    
    $
    205.2
    
    
    $
    23.9
    
    
    $
    48.9Interest on long-term debt (2)
    
    
    45.4
    
    
    
    8.3
    
    
    
    26.8
    
    
    
    8.2
    
    
    
    2.1Capital leases (3)
    
    
    6.7
    
    
    
    0.6
    
    
    
    1.5
    
    
    
    1.5
    
    
    
    3.1Long-term operating leases (4)
    
    
    23.1
    
    
    
    1.9
    
    
    
    7.4
    
    
    
    6.1
    
    
    
    7.7Other long term liabilities:Steelworkers Pension Trust
    
    
    23.1
    (5)
    
    
    5.5
    
    
    
    17.6
    
    
    
    
    
    
    
    OPEB
    
    
    25.9
    (6)
    
    
    2.3
    
    
    
    10.4
    
    
    
    13.2
    
    
    
    Coal miner retiree medical
    
    
    3.7
    
    
    
    0.1
    
    
    
    0.3
    
    
    
    0.3
    
    
    
    3.0Workers compensation
    
    
    28.1
    (7)
    
    
    3.1
    
    
    
    12.5
    
    
    
    12.5
    
    
    
    Special bonus payment
    
    
    5.0
    (8)
    
    
    5.0
    
    
    
    
    
    
    
    
    
    
    
    Purchase commitments:Oxygen supply
    
    
    95.5
    (9)
    
    
    4.2
    
    
    
    18.4
    
    
    
    21.6
    
    
    
    51.3Electricity
    
    
    85.5
    (10)
    
    
    3.4
    
    
    
    15.0
    
    
    
    14.0
    
    
    
    53.1Coal
    
    
    13.1
    (11)
    
    
    4.1
    
    
    
    9.0
    
    
    
    
    
    
    
    Coal
    
    
    15.8
    (12)
    
    
    9.5
    
    
    
    6.3
    
    
    
    
    
    
    
    Capital commitments
    
    
    27.8
    (13)
    
    
    27.8
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    688.3
    
    
    $
    87.4
    
    
    $
    330.4
    
    
    $
    101.3
    
    
    $
    169.2
 29




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##### 



1.
    
    Represents scheduled principal payments on existing indebtedness.2.
    
    Represents estimated interest payments on schedule principal payments on existing
indebtedness.3.
    
    Represents scheduled principal payments on existing capital lease obligations.4.
    
    Represents an estimate of expenditures to be made under existing long-term operating
lease agreements.5.
    
    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, 2008.6.
    
    Amounts reflect our current estimate of corporate cash outflows for other post
employment benefits and include the impact of assumed mortality, medical inflation and the
aging of the population. No estimate has been made beyond 2010.7.
    
    Amounts reflect our current estimate of corporate cash outflows and exclude the impact
of interest and mortality. The forecast of cash outflows is estimated based on historical
cash payment information for the period 2002 through 2005 and anticipates payment of
approximately $6.25 million per year.8.
    
    Special Bonus Program was established in the 2003 Modified Labor Agreement to recognize
the unique contributions and sacrifices made by the hourly workforce and their Union in
helping to keep the Company operating during the Bankruptcy.9.
    
    We entered into a 15-year take-or-pay contract in 1999 that was amended in 2003. The
contract requires us to purchase oxygen, nitrogen and argon each month with a minimum
monthly charge of approximately $0.6 million, subject to escalation clauses.10.
    
    We entered into a 20-year take-or-pay contract in 1999, which was amended in 2003. The
contract requires us to purchase steam and electricity each month or pay a minimum monthly
charge of approximately $0.5 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 3,000 tons per day, regardless of whether any tons are
produced. At June 30, 2006, a maximum termination payment of approximately $30.7 million
would have been required to terminate the contract.11.
    
    In 2004, we amended our take-or-pay 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, 2007.12.
    
    In 2005, we entered into contracts to purchase 20,000 tons of coal each month from
August 2006 through May 2007 at a price approximating $94.50 per ton. Approximately 33,000
tons were pre-delivered under the terms of the contract during the first six months of
2006.13.
    
    Amounts reflect contractual commitments for capital expenditure as of June 30, 2006. Planned Capital Expenditures
  
    
    $108.6 million toward completion of the refurbishment of the coke plant facility contributed to MSC (up to $68.0
million of which will be contributed to MSC by our joint venture partner);
    
    $3.0 million for cold mill improvements at our Allenport facility; and
    
    $1.5 million for completion of the installation of hot strip mill automatic roll changers at our Mingo Junction
facility.
   30




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##### 



VEBA TRUST AND PROFIT SHARING PLANS
   VEBA Trust
  (i)
    
    40% of operating cash flow, between $16 and $24 of operating cash flow per ton of steel
products sold to third parties, payable in cash;(ii)
    
    12% of operating cash flow, between $24 and $65 of operating cash flow per ton of steel
products sold to third parties, payable at our discretion in cash or common stock of WPC;(iii)
    
    25% of operating cash flow, above $65 of operating cash flow per ton of steel products sold
to third parties, payable in cash; and(iv)
    
    15% of operating cash flow below $30 of operating cash flow per ton of steel products sold to
third parties, payable at our discretion in cash or common stock of WPC, subject to compliance
with dilution limitations.
   31




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##### 



Profit Sharing Plans
    32




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##### 



CRITICAL ACCOUNTING POLICIES AND ESTIMATES
   Fresh Start Reporting
  Pension Benefits
    Other Postretirement Benefits (OPEB)
  33




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##### 



Asset impairments
  Deferred taxes
  Environmental and legal contingencies
  34




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##### 



RECENT ACCOUNTING STANDARDS
      Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  Commodity Price Risk and Related Risks
   35




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##### 



Interest Rate Risk
   Credit Risk
  Foreign Currency Exchange Risk
  Item 4. CONTROLS AND PROCEDURES
   36




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##### 



PART II  OTHER INFORMATION
 Item 1. LEGAL PROCEEDINGS
   Item 1A. Risk Factors
 Net Operating Loss Carryover Limitation
  Item 6. EXHIBITS
 (a) Exhibits
 Exhibit No.
    
    Description31.1
    
    Certification of James G. Bradley, Chief Executive Officer of the Registrant, pursuant
to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a)/15d-14(a) certification).31.2
    
    Certification of Paul J. Mooney, Chief Financial Officer of the Registrant, pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a)/15d-14(a) certification).32.1
    
    Certification of James G. Bradley, Chief Executive Officer of the Registrant, pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350).32.2
    
    Certification of Paul J. Mooney, Chief Financial Officer of the Registrant, pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)
 37




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##### 



SIGNATURES
  WHEELING-PITTSBURGH CORPORATION/s/
    
    Paul J. MooneyPaul J. MooneyChief Financial Officer(Authorized Officer, Principal Financial Officer
and Principal Accounting Officer)
  38