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                                                                    EXHIBIT 99.3

                         WHEELING-PITTSBURGH CORPORATION

                              FINANCIAL STATEMENTS
                          DECEMBER 31, 2003, 2002, 2001

      The Company's financial statements from and after the effective date of
the plan of reorganization, August 1, 2003, are those of a new reporting entity
(Reorganized Company) and are not comparable to the pre-confirmation periods of
the old reporting entity (Predecessor Company). As a result, the independent
auditors prepared two reports, one for the financial statements of the
Reorganized Company and the other for the financial statements of the
Predecessor Company.

                         REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Stockholders of Wheeling-Pittsburgh Corporation:

In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of operations, cash flows, and stockholders' equity
present fairly, in all material respects, the financial position of
Wheeling-Pittsburgh Corporation and its subsidiaries (Reorganized Company) at
December 31, 2003 and the results of their operations and their cash flows for
the period from August 1, 2003 to December 31, 2003 in conformity with
accounting principles generally accepted in the United States of America. These
financial statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States of America, which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

As discussed in Note A to the consolidated financial statements, the United
States Bankruptcy Court for the Northern District of Ohio confirmed the
Company's Third Amended Joint Plan of Reorganization (the "plan") on June 18,
2003. Confirmation of the plan resulted in the discharge of all claims against
the Company that arose before November 16, 2000 and substantially alters or
terminates all rights and interests of equity security holders as provided for
in the plan. The plan was substantially consummated on August 1, 2003 and the
Company emerged from bankruptcy. In connection with its emergence from
bankruptcy, the Company adopted fresh start accounting as of August 1, 2003.

/s/ PricewaterhouseCoopers LLP
Pittsburgh, Pennsylvania
March 9, 2004

                                       2

                         REPORT OF INDEPENDENT AUDITORS

To the Board of Directors and Stockholders of Wheeling-Pittsburgh Corporation:

In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of operations, cash flows, and changes in stockholders'
equity present fairly, in all material respects, the financial position of
Wheeling-Pittsburgh Corporation and its subsidiaries (Predecessor Company) at
December 31, 2002 and the results of their operations and their cash flows for
the period from January 1, 2003 to July 31, 2003, and for each of the two years
in the period ended December 31, 2002 in conformity with accounting principles
generally accepted in the United States of America. These financial statements
are the responsibility of the Company's management; our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States of America, which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note A to the consolidated financial statements, the Company
filed a petition on November 16, 2000 with the United States Bankruptcy Court
for the Northern District of Ohio for reorganization under the provisions of
Chapter 11 of the Bankruptcy Code. The Company's Third Amended Joint Plan of
Reorganization was substantially consummated on August 1, 2003 and the Company
emerged from bankruptcy. In connection with its emergence from bankruptcy, the
Company adopted fresh start accounting.

/s/ PricewaterhouseCoopers LLP
Pittsburgh, Pennsylvania
March 9, 2004

                                       3

                         WHEELING-PITTSBURGH CORPORATION
                            AND SUBSIDIARY COMPANIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                         FOR THE YEAR ENDED DECEMBER 31
                  (DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)

                                                                 REORGANIZED                 PREDECESSOR COMPANY
                                                                   COMPANY      ---------------------------------------------
                                                                 FIVE MONTHS    SEVEN MONTHS      YEAR ENDED      YEAR ENDED
                                                                    ENDED           ENDED        DECEMBER 31,    DECEMBER 31,
                                                                DEC. 31, 2003   JULY 31, 2003        2002            2001
                                                                -------------   -------------        ----            ----
REVENUES:
Net sales, including sales to affiliates of $101,501,
   $164,273, $258,681, $204,537                                  $   396,902     $   570,439     $   979,993     $   835,640
COST AND EXPENSES:
Cost of products sold, excluding depreciation, including cost
   of products sold to affiliates of $91,262, $143,840,
   $238,927, $204,107                                                395,950         563,832         894,449         866,065
Depreciation                                                          10,473          39,889          74,194          72,551
Selling, administrative and general expense                           23,564          29,906          46,993          47,173
Reorganization and professional fee expense                              (35)          8,140          11,755          14,200
                                                                 -----------     -----------     -----------     -----------
                                                                     429,952         641,767       1,027,391         999,989
                                                                 -----------     -----------     -----------     -----------
Operating loss                                                       (33,050)        (71,328)        (47,398)       (164,349)
Reorganization income (expense)
   Fair value adjustments                                                 --        (152,708)             --              --
   Gain on discharge of debt                                              --         557,541              --              --
   Other reorganization income (expense)                                  --          (4,758)          1,262           9,249
Interest expense on debt                                             (10,215)         (9,185)        (15,987)        (17,448)
Other income (expense)                                                 4,350           3,228           4,567             351
                                                                 -----------     -----------     -----------     -----------
Income (loss) before taxes                                           (38,915)        322,790         (57,556)       (172,197)
Tax provision (benefit)                                                   15            (641)             11              17
                                                                 -----------     -----------     -----------     -----------
Net income (loss)                                                $   (38,930)    $   323,431     $   (57,567)    $  (172,214)
                                                                 ===========     ===========     ===========     ===========
Basic and diluted loss per share attributable to common
   stockholders                                                  $     (4.10)              *               *               *
                                                                 ===========     ===========     ===========     ===========
Weighted average common shares outstanding basic and diluted       9,500,000               *               *               *
                                                                 ===========     ===========     ===========     ===========

* Prior to reorganization, the Company was a wholly-owned subsidiary of WHX
Corporation

                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       1

                         WHEELING-PITTSBURGH CORPORATION
                            AND SUBSIDIARY COMPANIES
                           CONSOLIDATED BALANCE SHEET
                                AS OF DECEMBER 31
                             (DOLLARS IN THOUSANDS)

                                                                                      REORGANIZED     PREDECESSOR
                                                                                        COMPANY         COMPANY
                                                                                      DECEMBER 31,    DECEMBER 31,
                                                                                          2003            2002
                                                                                          ----            ----
                                     ASSETS
Current assets:
     Cash and cash equivalents                                                        $     4,767     $     8,543
     Trade receivables, less allowance for doubtful accounts of $2,061, and $1,314        104,025         130,593
     Inventories                                                                          146,895         184,091
     Prepaid expenses and deferred charges                                                 11,583           7,477
                                                                                      -----------     -----------
        Total current assets                                                              267,270         330,704
Investment in associated companies                                                         42,857          60,767
Property, plant and equipment, at cost less accumulated depreciation                      387,765         530,568
Deferred income tax benefits                                                               23,170          27,342
Restricted cash                                                                            87,138              --
Deferred charges and other assets                                                          60,686           9,735
                                                                                      -----------     -----------
                                                                                      $   868,886     $   959,116
                                                                                      ===========     ===========

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities:
     Trade payables                                                                   $    76,108     $    71,048
     Short term debt                                                                       79,251         135,490
     Payroll and employee benefits payable                                                 57,862          36,339
     Accrued federal, state and local taxes                                                10,744           8,839
     Deferred income tax liabilities                                                       23,170          27,342
     Accrued interest and other liabilities                                                 9,672           8,326
     Long-term debt due in one year                                                         2,698          43,575
                                                                                      -----------     -----------
          Total current liabilities                                                       259,505         330,959
Long-term debt                                                                            340,696          13,177
Other employee benefit liabilities                                                        142,433          15,514
Other liabilities                                                                          21,639          20,336
Liabilities subject to compromise                                                              --         890,301
                                                                                      -----------     -----------
          Total liabilities                                                               764,273       1,270,287
                                                                                      -----------     -----------
STOCKHOLDERS' EQUITY (DEFICIT):
Common stock - $.01 Par value; 10 million shares issued and outstanding                       100              --
Additional paid-in capital                                                                149,901         335,138
Deferred compensation                                                                      (6,458)             --
Accumulated deficit                                                                       (38,930)       (646,309)
                                                                                      -----------     -----------
                                                                                          104,613        (311,171)
                                                                                      -----------     -----------
                                                                                      $   868,886     $   959,116
                                                                                      ===========     ===========

                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       2

                         WHEELING-PITTSBURGH CORPORATION
                            AND SUBSIDIARY COMPANIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                         FOR THE YEAR ENDED DECEMBER 31
                             (DOLLARS IN THOUSANDS)

                                                                       REORGANIZED               PREDECESSOR COMPANY
                                                                         COMPANY     -------------------------------------------
                                                                       FIVE MONTHS   SEVEN MONTHS     YEAR ENDED     YEAR ENDED
                                                                          ENDED          ENDED       DECEMBER 31,   DECEMBER 31,
                                                                      DEC. 31, 2003  JULY 31, 2003       2002           2001
                                                                      -------------  -------------       ----           ----
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                                       $ (38,930)     $ 323,431      $ (57,567)     $(172,214)
Items not affecting cash from operating activities:
   Depreciation                                                            10,473         39,889         74,194         72,551
   Other postretirement benefits                                           (4,608)        (1,565)       (10,708)        (9,025)
   Pension expense                                                             --             --             --            860
   Equity income of affiliated companies                                   (1,708)        (2,544)        (3,882)        (1,274)
   Stock based compensation                                                 1,041             --             --             --
Reorganization items:
   Fair value adjustments                                                      --        152,708             --             --
   Gain on discharge of debt                                                   --       (557,541)            --             --
   Other reorganization (income) expense                                       --          4,758         (1,262)        (9,249)
Decrease (increase) from working capital elements:
   Trade receivables                                                        8,391         17,944        (24,131)        21,206
   Inventories                                                              7,769         19,769        (10,974)        36,705
   Trade payables                                                          (6,990)         9,900          9,749          6,062
   Other current assets                                                    (5,012)           918          1,425          9,824
   Other current liabilities                                              (11,874)          (306)        12,483         (9,019)
   Other items--net                                                         6,190         (9,902)        (6,135)         2,732
                                                                        ---------      ---------      ---------      ---------
Net cash used in operating activities                                     (35,258)        (2,541)       (16,808)       (50,841)
                                                                        ---------      ---------      ---------      ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Plant additions and improvements                                       (37,828)        (2,866)       (10,971)        (5,033)
   Payments from affiliates                                                   325            600             --          1,031
   Construction of equipment using restricted cash                         24,862             --             --             --
   Proceeds from sales of assets due to Chapter 11 proceedings                 --            201          1,320         16,808
   Dividends from affiliated companies                                         --          2,728          1,765          3,750
                                                                        ---------      ---------      ---------      ---------
Net cash provided by (used in) investing activities                       (12,641)           663         (7,886)        16,556
                                                                        ---------      ---------      ---------      ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Long-term debt borrowings (payments)                                      (209)        (1,334)        16,408          5,253
   Short term debt (DIP Facility) borrowings                                   --          1,724          8,286          3,293
   Book overdraft                                                           3,157            327            957          1,189
   Short term debt borrowings (payments)                                   42,336             --             --             --
   Receivables from affiliates                                                 --             --             --         16,602
                                                                        ---------      ---------      ---------      ---------
Net cash provided by financing activities                                  45,284            717         25,651         26,337
                                                                        ---------      ---------      ---------      ---------
(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                           (2,615)        (1,161)           957         (7,948)
Cash and cash equivalents at beginning of period                            7,382          8,543          7,586         15,534
                                                                        ---------      ---------      ---------      ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                              $   4,767      $   7,382      $   8,543      $   7,586
                                                                        =========      =========      =========      =========

                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       3

                         WHEELING-PITTSBURGH CORPORATION
                            AND SUBSIDIARY COMPANIES
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                         FOR THE YEAR ENDED DECEMBER 31,
                             (DOLLARS IN THOUSANDS)

                                            SHARES          COMMON       ADDITIONAL       DEFERRED        RETAINED
                                         OUTSTANDING         STOCK    PAID-IN CAPITAL   COMPENSATION      EARNINGS          TOTAL
                                         -----------         -----    ---------------   ------------      --------          -----
   PREDECESSOR COMPANY
Balance at December 31, 2001                     100     $         0    $   335,138     $         0     ($  588,742)    ($  253,604)
Net loss                                          --              --             --              --         (57,567)        (57,567)
Balance at December 31, 2002                     100              --        335,138              --        (646,309)       (311,171)
Net income                                        --              --             --              --         323,431         323,431
Fresh start adjustment                          (100)             --       (335,138)             --         322,878         (12,260)
Balance at July 31, 2003 (prior to
   issuance of stock at
   reorganization)                                --              --             --              --              --              --
                                         ===========     ===========    ===========     ===========     ===========     ===========

   REORGANIZED COMPANY
Issuance of stock at
   reorganization at July 31, 2003
   (prior to restricted stock
   award)                                  9,500,000     $        95    $   142,405     $         0     $         0     $   142,500
Shares issued on July 31, 2003 for
   restricted stock award plans              500,000               5          7,495          (7,500)             --              --
Compensation expense recognized                   --              --             --           1,042              --           1,042
Stock option grants                               --              --              1              --              --               1
Net loss                                          --              --             --              --         (38,930)        (38,930)
                                         -----------     -----------    -----------     -----------     -----------     -----------
Balance at December 31, 2003              10,000,000     $       100    $   149,901     ($    6,458)    ($   38,930)    $   104,613
                                         ===========     ===========    ===========     ===========     ===========     ===========

                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       4

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A--BANKRUPTCY AND REORGANIZATION

OVERVIEW

      Wheeling-Pittsburgh Corporation, or WPC, is a Delaware holding company
that, together with its several subsidiaries and joint ventures, constitutes the
sixth largest integrated producer of steel and steel products in the United
States. Our principal operating subsidiary is Wheeling-Pittsburgh Steel
Corporation, or WPSC, a Delaware corporation whose headquarters are located in
Wheeling, West Virginia. WPC was organized as a Delaware corporation on June 27,
1920 under the name Wheeling Steel Corporation.

      We produce flat rolled steel products for the construction industry, steel
service centers, converters, processors, and the container, automotive and
appliance industries. Our product offerings are focused predominately on higher
value-added finished steel products such as cold-rolled products, tin and zinc
coated products and fabricated products. In addition, we produce semi-finished
steel products and hot-rolled steel products, which represent the least
processed of our finished goods.

      An operating division of WPSC, Wheeling Corrugating Company, also referred
to as WCC, manufactures our fabricated steel products for the construction,
agricultural and highway industries. WPSC also holds a percentage ownership
interest in two joint ventures that, together with WCC, account for nearly half
of our sales. These joint ventures, Wheeling-Nisshin, Inc. and Ohio Coatings
Company, also referred to as OCC, produce value-added steel products from
materials and products supplied by us.

BANKRUPTCY AND REORGANIZATION

      On November 16, 2000, WPC and eight of our then existing wholly-owned
subsidiaries, which represented substantially all of our business, filed
voluntary petitions for relief under Chapter 11 of the United States Bankruptcy
Code in the United States Bankruptcy Court for the Northern District of Ohio. We
commenced the Chapter 11 proceedings in order to restructure our outstanding
debts and to improve our access to the additional funding that we needed to
continue our operations. Throughout the Chapter 11 proceedings, we remained in
possession of our properties and assets and continued to operate and manage our
businesses with the then existing directors and officers as
debtors-in-possession subject to the supervision of the Bankruptcy Court.

      As part of our Chapter 11 proceedings, we filed our original Joint Plan of
Reorganization on December 20, 2002, our First Amended Joint Plan of
Reorganization on January 9, 2003, our Second Amended Joint Plan of
Reorganization on May 5, 2003 and our Third Amended Joint Plan of Reorganization
on May 19, 2003, reflecting the final negotiations with pre-petition note
holders, pre-petition trade creditors and unionized employees. Our plan of
reorganization was confirmed on June 18, 2003 and became effective on August 1,
2003. We realized approximately $558 million in cancellation of debt income as a
result of our reorganization.

      Following is a summary of some of the significant transactions consummated
on or about the effective date of our plan of reorganization:

      o     WPC amended and restated its by-laws and filed a second amended and
            restated certificate of incorporation with the Delaware Secretary of
            State authorizing the issuance of up to an aggregate of 80 million
            shares of common stock, par value $0.01 per share, and 20 million
            shares of undesignated preferred stock, par value $0.001 per share.

      o     WPC exchanged, on a pro rata basis, $275 million in senior notes and
            $75 million in term notes that existed prior to its bankruptcy
            filing for an aggregate of $20 million in cash, $40 million in new
            Series A secured notes issued by WPSC, which are collateralized by a
            second lien on our tangible and intangible assets (other than our
            accounts receivable and inventory) and our equity interests in our
            joint ventures and a third lien on our accounts receivable and
            inventory, $20 million in new Series B secured notes issued by WPSC,
            which are collateralized by a fifth lien on our tangible and
            intangible assets, our equity interests in our joint ventures, and
            our accounts receivable and inventory, and 3,410,000 shares of new
            common stock of WPC constituting 34.1% thereof.

                                       5

      o     WPC cancelled its then-existing senior notes and related indenture
            and its then-existing term notes and the related term loan
            agreement.

      o     WPC cancelled all shares of its common stock that existed prior to
            the implementation of our plan of reorganization, at which point we
            ceased to be a subsidiary of WHX Corporation.

      o     WPSC entered into a new $250 million senior secured term loan
            facility, which is guaranteed in part by the Emergency Steel Loan
            Guarantee Board, the State of West Virginia, WPC and WPSC's
            subsidiaries and is collateralized by a first lien on our tangible
            and intangible assets (other than accounts receivable and inventory)
            and our equity interests in our joint ventures and a second lien on
            our accounts receivable and inventory. We also entered into a new
            $225 million senior secured revolving credit facility, which is
            guaranteed by WPC and WPSC's subsidiaries and is collateralized by a
            first lien on our accounts receivable and inventory and a third lien
            on our other tangible and intangible assets and our equity interests
            in our joint ventures.

      o     All of our obligations under our $195 million debtor-in-possession
            credit facility were satisfied in full and discharged.

      o     WPC and WPSC entered into an agreement with WHX Corporation
            providing for, among other things, a $10 million capital
            contribution by WHX Corporation, the cancellation of approximately
            $40 million in debt owed by us to WHX Corporation, a $10 million
            unsecured loan from WHX Corporation and an agreement with respect to
            our separation from WHX Corporation's employee pension plan.

      o     WPC and WPSC entered into an agreement with our unionized employees
            represented by the United Steelworkers of America (USWA) which
            modified our existing labor agreement to provide for, among other
            things, future pension arrangements with the United Steelworkers of
            America and reductions in our employee-related costs.

      o     WPC issued 4 million shares of its new common stock constituting 40%
            thereof for the benefit of USWA retirees in satisfaction of certain
            claims under our labor agreement and an additional 1 million shares
            of its new common stock constituting 10% thereof to or for the
            benefit of our salaried employees.

      o     WPC issued 1,590,000 shares of its new common stock constituting
            15.9% thereof to certain of our creditors in satisfaction of various
            unsecured claims, including claims relating to trade debt.

      There are still several matters pending in the Bankruptcy Court, including
the resolution of disputed unsecured and administrative claims and certain
preference actions and other litigation where we are seeking to recover monies.
Certain of the stock issued pursuant to the Plan of Reorganization has been
reserved for distribution to creditors pending resolution of certain disputed
claims. If those claims are ultimately allowed in whole or in part by the
Bankruptcy Court, the appropriate amount of stock will be distributed to those
claimants; if the claims are disallowed, the stock will be distributed to other
creditors of the same class, pro rata. To the extent that certain administrative
and secured claims are allowed by the Bankruptcy Court, those claims will be
paid in cash. If and to the extent those claims are allowed as pre-petition
unsecured claims, then those creditors will receive stock, which has been
reserved as described above. In addition, we are the plaintiffs in a number of
preference actions, where we are seeking to recover monies from creditors. We do
not believe that any of these remaining bankruptcy proceedings, individually or
in the aggregate, will have a material effect on us.

                                       6

FRESH-START REPORTING

      In accordance with Statement of Position (SOP) 90-7, Financial Reporting
by Entities in Reorganization Under the Bankruptcy Code, the Company adopted the
provisions of fresh-start reporting as of July 31, 2003. In adopting the
requirements of fresh-start reporting, the Company engaged an independent
financial advisor to assist in the determination of the enterprise value of the
entity. This value was based upon various valuation methods, including
discounted cash flow methodologies, analysis of comparable steel companies, and
other applicable ratios and economic industry information relevant to the
operations of the Company. The estimated total equity value of the Reorganized
Company aggregating approximately $150 million was determined after taking into
account the values of the obligations assumed in connection with the Joint Plan
of Reorganization.

      The following reconciliation of the Predecessor Company's consolidated
balance sheet as of July 31, 2003 to that of the Reorganized Company as of July
31, 2003 was prepared with the adjustments that give effect to the
reorganization and fresh-start reporting. Since the December 31, 2003 financial
statements have been prepared as if the Company is a new reporting entity, a
black line has been shown on the financial statements to separate current
results from prior-period information because they are not prepared on a
comparable basis.

      The adjustments entitled "Reorganization" reflect the consummation of the
Joint Plan of Reorganization, including the elimination of existing liabilities
subject to compromise, and consolidated shareholders' deficit, and to reflect
the aforementioned $150 million equity value.

      The adjustments entitled "Fair Value Adjustments" reflect the adoption of
fresh-start reporting, including the adjustments to record property and
equipment at its fair value.

      A reconciliation of fresh-start accounting recorded as of July 31, 2003
follows:

                                       7

                         WHEELING-PITTSBURGH CORPORATION
                            AND SUBSIDIARY COMPANIES
                     REORGANIZED CONSOLIDATED BALANCE SHEET
                             (DOLLARS IN THOUSANDS)

                                                     PRE-                                                               POST-
                                                REORGANIZATION   REORGANIZATION                 FRESH START        REORGANIZATION
                                                JULY 31, 2003      ADJUSTMENTS                  ADJUSTMENTS         JULY 31, 2003
                                                -------------      -----------                  -----------         -------------
ASSETS
Current Assets:
   Cash and cash equivalents                     $     7,382      $        --                   $        --         $     7,382
   Trade receivables, less allowance for
     doubtful accounts of $1,916                     112,649             (233)                           --             112,416
   Inventories                                       164,322               --                        (9,658)            154,664
   Prepaid expenses and deferred charges               6,559               12                            --               6,571
                                                 -----------      -----------                   -----------         -----------
        Total current assets                         290,912             (221)                       (9,658)            281,033
Investment in associated companies                    59,982               --                       (19,505)[d]          40,477
Property, plant and equipment, at cost less
   accumulated depreciation                          493,514               --                      (133,301)[d]         360,213
Deferred income tax benefits                          27,342           (3,860) [b]                       --              23,482
Restricted cash                                           --          112,000  [a]                       --             112,000
Deferred charges and other assets                      8,964           42,844  [g]                    9,756 [g]          61,564
                                                 -----------      -----------                   -----------         -----------
                                                 $   880,714      $   150,763                   $  (152,708)        $   878,769
                                                 ===========      ===========                   ===========         ===========
LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
   Trade payables                                $    81,275      $    (1,334) [a]              $        --         $    79,941
   Short term debt                                   137,214         (100,299) [a]                       --              36,915
   Payroll and employee benefits payable              35,118           32,795  [c]                       --              67,913
   Accrued federal, state and local taxes             10,054            1,200  [a], [c]                  --              11,254
   Deferred income tax liabilities                    27,342           (3,860) [a], [c]                  --              23,482
   Accrued interest and other liabilities              8,026            2,647  [a], [c]                  --              10,673
   Long term debt due in one year                     43,433          (39,678) [a], [c], [f]             --               3,755
                                                 -----------      -----------                   -----------         -----------
     Total current liabilities                       342,462         (108,529)                           --             233,933
Long-term debt                                        11,985          327,863  [a], [c]                  --             339,848
Other employee benefit liabilities                    17,317          124,981  [c]                       --             142,298
Other liabilities                                     17,150            3,040  [a], [c]                  --              20,190
Liabilities subject to compromise                    879,455         (879,455) [c]                       --                  --
                                                 -----------      -----------                   -----------         -----------
     Total liabilities                             1,268,369         (532,100)                           --             736,269
STOCKHOLDERS' EQUITY (DEFICIT)
Common stock - $.01 Par value; 10 million
   Shares issued and outstanding                          --              100  [c]                       --                 100
Additional paid-in capital                           335,138          149,900  [c] [g]             (335,138)[d]         149,900
Deferred compensation                                     --           (7,500) [e]                       --              (7,500)
Accumulated earnings (deficit)                      (722,793)         540,363  [b], [c], [f]        182,430 [d]              --
                                                 -----------      -----------                   -----------         -----------
                                                    (387,655)         682,863                      (152,708)            142,500
                                                 -----------      -----------                   -----------         -----------
                                                 $   880,714      $   150,763                   $  (152,708)        $   878,769
                                                 ===========      ===========                   ===========         ===========

                                       8

FOOTNOTES:

[a] Reflects the borrowing of the $250 million term loan proceeds and amounts
under the post-petition revolver and the payments necessary to effect the Plan
of Reorganization, such as the repayment of DIP facilities, cash distributions
to creditors and the payment of fees and expenses associated with the exit
financing.

[b] Reflects the impact on retained earnings of reorganization expenses net of
tax benefit.

[c] Reflects the settlement of liabilities subject to compromise, including the
distribution of cash, notes and equity to the pre-petition creditors, the
assumption of OPEB and other pre-petition liabilities (capital leases, employee
benefits, taxes). Also, reflects the cancellation of debt income.

[d] Reflects the adjustments to reflect "Fresh Start" accounting. These entries
include the write-down of property, plant and equipment and joint venture
interests to their appraised values, elimination of retained earnings and
additional paid-in capital.

[e] Reflects restricted stock awards for the distribution of employee equity
into trust.

[f] Reflects the cancellation of debt as a result of WHX Corporation forgiving
its portion of the DIP term loan.

[g] Reflects the pre-funding of VEBA obligations with 4,000,000 shares of the
Company's common stock, intangible asset related to joint venture supply
agreements, and goodwill.

SETTLEMENT AND RELEASE AGREEMENT WITH WHX

      On May 29, 2001, WPC entered into a Settlement and Release Agreement with
WHX as a compromise of disputed claims and issues, which was approved by the
Bankruptcy Court. The principal terms of the agreement were that (i) WHX would
pay $17 million to WPC; (ii) WHX agreed to purchase specified assets of
Pittsburgh-Canfield Corporation (PCC) for an aggregate purchase price of $15
million plus the assumption of certain trade payables of PCC; (iii) the Tax
Sharing Agreements between WHX and WPC would be terminated; (iv) WHX agreed not
to charge WPC or any of its subsidiaries for any funding contributions or
expense with respect to any defined benefit pension plans through and including
the effective date of the Plan of Reorganization on July 31, 2003; and (v) WPC
and/or any of its subsidiaries agreed to forego any claims then existing against
WHX and its subsidiaries that were not part of WPC.

SALE OF PITTSBURGH-CANFIELD CORPORATION ASSETS

      On June 29, 2001, the Company executed an Asset Purchase Agreement with
PCC Acquisition Co. Inc. ("PCC Acquisition Co."), a wholly-owned subsidiary of
WHX. The agreement provided for the sale of all assets to and the assumption of
certain liabilities of PCC by PCC Acquisition Co. in exchange for $15 million. A
Transition Services Agreement and a Steel Supply Agreement were also executed to
facilitate the continuing operation of the business. PCC loaned the net proceeds
to WPSC. An intercompany note receivable was recorded on PCC's books. As part of
the agreement, PCC changed its name to PCC Survivor Corp.

      NOTE B--NEW LABOR AGREEMENT

      The effective date of the new labor agreement with the USWA is August 1,
2003 and it expires on September 1, 2008. The new labor agreement provides for,
among other things:

      o     A buyout program for up to 650 employees to voluntarily terminate
            their employment and receive up to $40,000 and, if pension eligible,
            credit for all years of pension service at $40 per month per year of
            service.

      o     Regular increases to bring wages up to parity with the pattern
            agreement by May 1, 2005.

                                       9

      o     Termination of the current medical and life insurance program for
            past retirees and the establishment of a new VEBA trust, primarily
            funded by profit sharing contributions and 40% of WPC's common stock
            post-reorganization.

      o     The establishment of a new medical and life insurance program for
            future retirees similar to that of active employees.

      o     A new profit sharing plan based on operating profit. The Company has
            the right to pay profit sharing payments in either stock or notes.

      o     Termination of accrual of service under the WHX pension plan as of
            July 1, 2003. All USWA represented employees will now be covered
            under the Steelworkers Pension Trust, a multi-employer defined
            benefit pension plan.

NOTE C--ACCOUNTING POLICIES

      The accounting policies presented below have been followed in preparing
the accompanying consolidated financial statements.

BASIS OF PRESENTATION

      As a result of the Company's emergence from Chapter 11 bankruptcy and the
application of fresh start reporting, consolidated financial statements for the
Company for the periods subsequent to July 31, 2003, the effective date of the
Company's plan of reorganization, are referred to as the "Reorganized Company."
Such financial statements are not comparable to those for the periods prior to
July 31, 2003, which are referred to as the "Predecessor Company." A black line
has been drawn in the consolidated financial statements to distinguish, for
accounting purposes, the periods associated with the Reorganized Company and the
Predecessor Company. Aside from the effects of fresh start reporting and new
accounting pronouncements, adopted as of the effective date of the plan of
reorganization, the Reorganized Company follows the same accounting policies as
the Predecessor Company with the exception of depreciation accounting (see
below).

USE OF ESTIMATES

      The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

PRINCIPLES OF CONSOLIDATION

      The consolidated financial statements include the accounts of all
subsidiary companies. All significant intercompany accounts and transactions are
eliminated in consolidation. The Company uses the equity method of accounting
for investments in unconsolidated companies owned 20% or more.

LOSS PER SHARE

      Basic loss per share is calculated by dividing net loss attributable to
common shareholders by the weighted average number of shares of common stock
outstanding during the period. Diluted loss per share is calculated by dividing
net loss attributable to common shareholders by the weighted average number of
common shares outstanding adjusted for potentially dilutive securities.

      Pursuant to the plan of reorganization, WPC cancelled all shares of its
common stock that existed prior to the reorganization, at which point we ceased
to be a subsidiary of WHX Corporation. WPC issued ten million shares of its new
common stock in satisfaction of certain claims. The ten million shares issued

                                       10

included 500,000 shares issued as restricted stock awards which vest over three
years, one-third on each anniversary date. The restricted stock awards are
excluded from the weighted average shares outstanding until such time as the
restrictions lapse. Outstanding stock options and stock grants are anti-dilutive
and excluded from the calculation.

                                                     LOSS PER SHARE
                                                     --------------
                                           FIVE MONTHS ENDED DECEMBER 31, 2003
                                           LOSS           SHARES       PER SHARE
                                        (NUMERATOR)   (DENOMINATOR)     AMOUNT
                                        -----------   -------------     ------
BASIC EPS AND DILUTED EPS LOSS
   AVAILABLE TO COMMON SHAREHOLDERS     $ (38,930)      9,500,000      $  (4.10)

BUSINESS SEGMENT

      The Company is primarily engaged in one line of business and has one
industry segment, which is the making, processing and fabricating of steel and
steel products. The Company's products include hot rolled and cold rolled sheet,
and coated products such as galvanized, prepainted and tin mill sheet. The
Company also manufactures a variety of fabricated steel products including roll
formed corrugated roofing, roof deck, form deck, floor deck, culvert, bridge
form and other products used primarily by the construction, highway and
agricultural markets.

      Through an extensive mix of products, the Company markets to a wide range
of manufacturers, converters and processors. The Company's 10 largest customers
(including Wheeling-Nisshin, an affiliate in which the Company has a 35.7%
ownership interest and Ohio Coatings Company ("OCC"), an affiliate in which the
Company has a 50% ownership interest) accounted for approximately 42.5% of its
net sales in 2003, 50.4% in 2002 and 43.9% in 2001. Wheeling-Nisshin and OCC
were the only customers to account for more than 10% of net sales in 2003.
Wheeling-Nisshin accounted for 16.3% of net sales in 2003, 15.6% in 2002 and
14.6% in 2001. OCC accounted for 11.2% of net sales in 2003 and 10.6% of net
sales in 2002. Nittetsu Shoji America accounted for 10.3% of net sales in 2002.
Geographically, the majority of the Company's customers are located within a
350-mile radius of the Ohio Valley. However, the Company has taken advantage of
its river-oriented production facilities to market via barge into more distant
locations such as the Houston, Texas and St. Louis, Missouri areas. The Company
has acquired regional facilities to service an even broader geographical area.

REVENUE RECOGNITION

      Revenue from the sale of products is recognized when both risk of loss and
title have transferred to the customer, which generally coincides with the time
such products are shipped. Shipping charges billed to customers are recorded as
revenues.

CASH AND CASH EQUIVALENTS

      Cash and cash equivalents include cash on hand and on deposit and highly
liquid debt instruments with original maturities of three months or less.

INVENTORIES

      Inventories are stated at the lower of cost or market. Cost is determined
by the last-in first-out ("LIFO") method for substantially all inventories. In
2003 and 2002, approximately 98% and 92%, respectively, of inventories are
valued using the LIFO method.

PROPERTY, PLANT AND EQUIPMENT

      With the adoption of fresh start reporting, property, plant and equipment
carrying values were stated at fair value as of August 1, 2003. Property, plant
and equipment purchased subsequent to the adoption of fresh start accounting are
stated at cost. Prior to July 31, 2003, property, plant and equipment was stated
at cost less accumulated depreciation. The Company periodically evaluates
property, plant and equipment for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be

                                       11

recoverable. Given the Company's integrated operations, asset impairment
evaluations are generally done on a group basis as that is the lowest level at
which cash flows can be separately identified.

      Depreciation is computed on the straight-line method over the estimated
useful life for financial statement purposes and accelerated methods for income
tax purposes. The estimated useful lives range from 3 to 40 years. Interest cost
is capitalized as required on qualifying assets during the assets' acquisition
period. Capitalized interest cost is amortized over the estimated useful life of
the underlying asset.

      Prior to August 1, 2003, the Company computed depreciation on the
straight-line or a modified units of production method. Under the modified units
of production method, the straight-line method was adjusted based upon an
activity factor for operating assets. Adjusted annual depreciation was not less
than 60% nor more than 110% of straight-line depreciation. Accumulated
depreciation after adjustment was not less than 75% nor more than 110% of
straight-line depreciation.

      The Company plans for major repair and maintenance costs. Such costs that
extend the useful life of the asset are separately capitalized in property,
plant and equipment and depreciated over the estimated useful life. All other
repair and maintenance costs are expensed as incurred.

SOFTWARE CAPITALIZATION

      Costs incurred for the development or purchase of internal use software
are capitalized and are amortized over the useful lives of such software, which
is generally five years or less.

PENSIONS

      The Company maintains both tax qualified defined benefit and defined
contribution pension plans. The defined benefit pension obligations for USWA
represented employees are accounted for by the steelworkers pension trust as a
multi-employer plan. As such, the Company records pension expense based on
allocations from the steelworkers pension trust. Defined benefit pension
obligations for salaried employees are recorded on our books. Costs for the
defined contribution plans are being funded currently, with expense being
recorded at the time of funding.

INCOME TAXES

      The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes".
Recognition is given in the accounts for the income tax effect of temporary
differences between the financial statement carrying amounts and the tax basis
of existing assets and liabilities using the liability method. A valuation
allowance is provided against deferred tax assets where it is considered more
likely than not that the Company will not realize the benefit of such assets.

ENVIRONMENTAL MATTERS

      The Company accrues for losses associated with environmental remediation
obligations when such losses are probable and reasonably estimable. Accruals for
estimated losses from environmental remediation obligations generally are
recognized no later than completion of the remedial feasibility study.

      Such accruals are adjusted as further information develops or
circumstances change. Costs of future expenditures for environmental remediation
obligations are not discounted to their present value. Recoveries of
environmental remediation costs from other parties are recorded as assets when
their receipt is deemed probable.

GOODWILL

      Goodwill totaling $30.0 million is included in "Deferred Charges and Other
Assets" as of December 31, 2003. The goodwill was recorded as part of "Fresh
Start" reporting on July 31, 2003, upon emergence from bankruptcy. As part of
the provisions of SOP 90-7, we were required to adopt on July 31, 2003 all
accounting guidance that was going to be effective within a twelve-month period.
Management will evaluate the goodwill annually for impairment to its carrying
value.

                                       12

RESTRICTED CASH

      An escrow account was funded with $112 million of the term loan proceeds
upon emergence from bankruptcy for the exclusive use of the electric arc furnace
project. As of December 31, 2003, the restricted cash account totaled $87.1
million.

NEW ACCOUNTING STANDARDS

      As part of the provisions of SOP 90-7, we were required to adopt on July
31, 2003 all accounting guidance that was going to be effective within a
twelve-month period.

      The Company adopted Statement of Financial Accounting Standards (SFAS) No.
143 "Accounting for Asset Retirement Obligations", effective January 1, 2003.
SFAS 143 requires that entities record the fair value of an asset retirement
obligation in the period in which it was incurred. SFAS No. 143 requires that an
asset retirement cost be capitalized as part of the cost of the related
long-lived asset and subsequently allocated to expense using a systematic and
rational method. The adoption did not have a material impact on the Company.

      In June 2002, the FASB issued SFAS 146, "Accounting for Costs Associated
with Exit or Disposal Activities." SFAS 146 addresses financial accounting and
reporting for costs associated with exit or disposal activities and nullifies
Emerging Issues Task Force (EITF) Issue No. 94-3, "Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity
(including Certain Costs Incurred in a Restructuring)." Under EITF Issue 94-3, a
liability for an exit activity was recognized at the date of an entity's
commitment to an exit plan. SFAS 146 requires that a liability for a cost
associated with an exit or disposal activity be recognized when the liability is
incurred. SFAS 146 is effective for exit or disposal activities that are
initiated after December 31, 2002. SFAS 146 will impact the timing of the
recognition of costs associated with an exit or disposal activity, The Company
has adopted SFAS 146 but has not experienced any activity since its
reorganization that would require application of SFAS 146.

      In January 2003, the FASB issued SFAS 148, "Accounting for Stock-Based
Compensation-Transition and Disclosure." SFAS 148 amends current disclosure
requirements and requires prominent disclosures on both annual and interim
financial statements about the method of accounting for stock-based employee
compensation and the effect of the method used on reported results. The Company
adopted SFAS 148 which was effective for financial reports containing financial
statements for interim periods beginning after December 15, 2002.

      In May 2003 the FASB issued SFAS 150 "Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity." This Statement
establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. It
requires that an issuer classify a financial instrument that is within its scope
as liability or an asset in some circumstances. In most cases these instruments
were previously classified as equity. This Statement is effective for financial
instruments entered into or modified after May 31, 2003, and otherwise is
effective at the beginning of the first interim period beginning after June 15,
2003. The adoption of this standard did not have an impact on the Company's
financial statements.

      In November 2002, the FASB issued FASB Interpretation No. (FIN) 45,
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others." FIN 45 requires that upon
issuance of a guarantee, the guarantor must recognize a liability for the fair
value of the obligation it assumes under that guarantee. FIN 45 also requires
additional disclosures by a guarantor in its interim and annual financial
statements about the obligations associated with guarantees issued. The
disclosure requirements are effective for financial statements of interim or
annual periods ending after December 15, 2002. The recognition and measurement
provisions are effective on a prospective basis to guarantees issued or modified
after December 31, 2002. The adoption did not have a material impact on the
Company.

      In January 2003, the FASB issued FIN 46 (revised December 2003),
"Consolidation of Variable Interest Entities", an interpretation of ARB No. 51,
which addresses consolidation by business enterprises of variable interest
entities that do not have sufficient equity investment to permit the entity to
finance its activities without additional subordinated financial support from
other parties or whose equity investors lack characteristics of a controlling

                                       13

financial interest. The Interpretation provides guidance related to identifying
variable interest entities and determining whether such entities should be
consolidated. It also provides guidance related to the initial and subsequent
measurement of assets, liabilities and non-controlling interests in newly
consolidated variable interest entities and requires disclosures for both the
primary beneficiary of a variable interest entity and other beneficiaries of the
entity. FIN 46 must be applied to all entities subject to this Interpretation as
of March 31, 2004. However, prior to the required application of this
Interpretation, FIN 46 must be applied to those entities that are considered to
be special-purpose entities as of December 31, 2003. There was no financial
statement impact from the application of this Interpretation at December 31,
2003.

NOTE D--PENSIONS, OTHER POSTRETIREMENT AND POSTEMPLOYMENT BENEFITS

PENSION PROGRAMS

      The Company provides defined contribution pension programs for both hourly
and salaried employees, and prior to August 12, 1997, also provided a defined
contribution pension program for USWA-represented employees. These tax qualified
defined contribution plans provide, in the case of hourly employees, an
increasing Company contribution per hour worked based on the age of its
employees. A similar tax qualified plan for salaried employees provides defined
Company contributions based on a percentage of compensation dependent upon age
and in certain cases age and service of its employees. The Company also
established a supplemental defined benefit pension plan for its salaried
employees.

      As of December 31, 2003, $1.0 million of fully vested funds are held in
trust for benefits earned under the WCC hourly defined contribution pension
plans and $36.9 million of fully vested funds are held in trust for benefits
earned under the salaried employees defined contribution plan. Approximately
42.1% of the assets are invested in equities, 16.1% are in fixed income
investments, and 41.2% in other (hedge funds). The balance is in cash and cash
equivalents. All plan assets are invested by professional investment managers.

      All pension provisions charged against income totaled $3.3 million, $1.9
million, $3.8 million and $4.9 million in the 5 months ended December 31, 2003,
the 7 months ended July 31, 2003, in 2002 and 2001, respectively.

DEFINED BENEFIT PLANS

      The Company established a defined benefit pension plan for
USWA-represented employees pursuant to a labor agreement ratified in August
1997. The plan includes individual participant accounts of USWA-represented
employees from the hourly-defined contribution plan and merges the assets of
those accounts into the defined benefit plan. Prior to that date, benefits were
provided through a defined contribution plan, the WPSC Retirement Security Plan
("Retirement Security Plan").

      The defined benefit pension plan covers employees represented by the USWA.
The plan also includes individual participant accounts from the Retirement
Security Plan. The assets of the Retirement Security Plan were merged into the
Defined Benefit Pension Plan. Since the plan includes the account balances from
the Retirement Security Plan, the plan includes both defined benefit and defined
contribution features. The gross benefit, before offsets, is calculated based on
years of service and the current benefit multiplier under the plan. This gross
amount is then offset for benefits payable from the Retirement Security Plan and
benefits payable by the Pension Benefit Guaranty Corporation ("PBGC") from
previously terminated plans. Individual employee accounts established under the
Retirement Security Plan are maintained until retirement. Upon retirement, the
account balances are converted into monthly benefits that serve as an offset to
the gross benefit, as described above. Aggregate account balances held in trust
in individual employee accounts which will be available upon retirement to
offset the gross benefit at December 31, 2003 totaled $141.3 million.

      In 1998 the Company established a supplemental defined benefit plan
covering its salaried employees employed as of January 31, 1998, which provides
a guaranteed minimum benefit based on years of service and compensation. The
gross benefit from this plan is offset by the annuitized value of the defined
contribution plan account balance and any benefits payable from the Pension
Benefit Guaranty Corporation from the previously terminated defined benefit
pension plan.

                                       14

      As a result of the reorganization as of August 1, 2003 and per agreement
with the PBGC and the USWA, all of the Company's pension plans which were a part
of the WHX Pension Plan were "frozen". As a result of this action, the Company
adopted a supplemental defined benefit pension plan to cover its salaried
employees. This plan replicates the benefits provided by the WHX Pension Plan
and is offset by benefits accrued under the WHX Pension Plan as of July 31,
2003.

      In addition, per the agreement with the USWA, the Company's USWA
represented employees became participants in the Steelworker Pension Trust (SPT)
as of August 1, 2003. The SPT is a multi-employer pension plan with monthly
Company contributions based on hours worked by employees. The Company
contributions as defined in the labor agreement provide for $.925 for hours
worked from August 1, 2003 through February 9, 2004. Beginning on February 10,
2004 through June 9, 2005 the hourly contribution will be $1.17 and beginning on
June 10, 2005 and continuing through the balance of the term of the labor
agreement the hourly contribution will be $2.08. The labor agreement also
provides for 2 lump sum payments to be made. The first, due as of August 1,
2003, was $1,500 times the number of USWA employees as of August 1, 2003 and the
second, due as of July 1, 2004 is $1,300 times the same number of employees.

      In 1998, WHX merged WPC's defined benefit pension plan with those of its
wholly-owned Handy & Harman subsidiary. The merger eliminated WPC cash funding
obligations estimated in excess of $135.0 million. WPC pension expense was
allocated by the common parent and totaled $0.9 million in 2001. No pension
expense was allocated by WHX to WPC in 2003 or 2002. Effective May 29, 2001, the
Company entered into an agreement with WHX, whereby WHX agreed not to charge the
Company for any pension expense through and including the effective date of the
plan of reorganization. See Note A - Bankruptcy and Reorganization.

OTHER POSTRETIREMENT BENEFITS

      The traditional medical and life insurance benefits that were provided to
past retirees was terminated on October 1, 2003. Pursuant to the new labor
agreement, which we entered into in connection with our plan of reorganization,
past retirees now receive medical and life insurance benefits under a VEBA
trust. Future retirees under the new labor agreement will be covered by a
medical and life insurance program similar to that of active employees. Eligible
pensioners and surviving spouses shall be required to make monthly contributions
for medical and prescription drug coverage. Because these benefits provided by
us will be paid in the future over what could be many years, we use an
independent actuary to help us estimate the accrued liability at each year-end
balance sheet date. 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 8.25% in calculating the 2003
obligation. This rate is assumed to decrease gradually to an ultimate rate of
4.75% in 2008 and remain at that level for all future years.

      The discount rate applied to our OPEB obligations is based on an estimate
of the current interest rate at which our OPEB obligations could be settled at
the balance sheet date. In estimating this rate, we consider high quality bond
rates and the expected payout period of our OPEB obligations. Based on this
evaluation, we lowered the discount rate used to measure our OPEB obligation at
December 31, 2003 from 6.5% to 6%. The amounts accrued at December 31, included
the following components.

                                       15

                                                                                                 POSTRETIREMENT BENEFITS
                                                      PENSION BENEFITS                             OTHER THAN PENSIONS
                                         ------------------------------------------    --------------------------------------------
                                                   (DOLLARS IN THOUSANDS)                         (DOLLARS IN THOUSANDS)
                                         REORGANIZED                                   REORGANIZED
                                           COMPANY           PREDECESSOR COMPANY         COMPANY            PREDECESSOR COMPANY
                                         -----------     --------------------------    ------------   -----------------------------
                                                         FOR THE SEVEN
                                         FOR THE FIVE        MONTHS       FOR THE      FOR THE FIVE   FOR THE SEVEN    FOR THE YEAR
                                         MONTHS ENDED     ENDED JULY     YEAR ENDED    MONTHS ENDED    MONTHS ENDED        ENDED
                                           DEC. 31,           31,         DEC. 31,       DEC. 31,        JULY 31,        DEC. 31,
                                             2003            2003           2002           2003            2003            2002
                                             ----            ----           ----           ----            ----            ----
Change in benefit obligation:
   Benefit obligation at beg. of
     year                                 $      --       $      --      $      --      $ 102,108       $ 314,053       $ 307,080
   Service cost                                  29              --             --          1,042           1,701           2,431
   Interest cost                                 48              --             --          2,965          11,586          19,080
   Actuarial (gain) loss                      1,624              --             --         25,786              --           9,404
   Benefits paid                                153              --             --         (6,696)         (9,311)        (23,942)
   Decrease due to Collective
     Bargaining Agreement                        --              --             --             --        (215,921)             --
                                          ---------       ---------      ---------      ---------       ---------       ---------
   Benefit obligation at end of
     period                               $   1,854       $      --      $      --      $ 125,205       $ 102,108       $ 314,053
                                          ---------       ---------      ---------      ---------       ---------       ---------

Fair value of plan assets at end of
   period                                 $      --       $      --      $      --      $      --       $      --       $      --
                                          ---------       ---------      ---------      ---------       ---------       ---------
   Benefit obligation in excess of
     plan assets                          $  (1,854)      $      --      $      --      $(125,205)      $(102,108)      $(314,053)
   Unrecognized prior service credit          1,571              --             --             --              --         (11,252)
   Unrecognized net actuarial
     (gain) loss                                153              --             --         24,877              --         (38,298)
                                          ---------       ---------      ---------      ---------       ---------       ---------
   Net amount recognized at end of
     period                               $    (130)      $      --      $      --      $(100,328)      $(102,108)      $(363,603)
                                          ---------       ---------      ---------      ---------       ---------       ---------
   Amounts recognized in the
     statement of financial
     position consist of:
   Liabilities subject to compromise      $      --       $      --      $      --      $      --       $      --       $(360,518)
   Accrued benefit liability                   (130)             --             --       (100,328)       (102,108)         (3,085)
                                          ---------       ---------      ---------      ---------       ---------       ---------
   Net amount recognized                  $    (130)      $      --      $      --      $(100,328)      $(102,108)      $(363,603)
                                          =========       =========      =========      =========       =========       =========

                                       16

      Net periodic costs for postretirement benefits other than pensions
(principally health care and life insurance) for employees and covered
dependents.

                                                                        POSTRETIREMENT BENEFITS
                                                                          OTHER THAN PENSIONS
                                                                          -------------------
                                                                         (DOLLARS IN THOUSANDS)
                                                 REORGANIZED
                                                   COMPANY                        PREDECESSOR COMPANY
                                                 FIVE MONTHS        SEVEN MONTHS            FOR THE YEARS ENDED
                                                    ENDED              ENDED                    DECEMBER 31,
                                                DEC. 31, 2003      JULY 31, 2003          2002               2001
                                                -------------      -------------          ----               ----
Components of net periodic cost:
   Service cost                                    $  1,042          $  1,701           $  2,431           $  2,180
   Interest cost                                      2,965            11,586             19,080             20,561
   Amortization of prior service credit                  --            (1,582)            (2,712)            (3,918)
   Recognized actuarial (gain)/loss                      --              (372)            (5,767)            (4,885)
                                                   --------          --------           --------           --------
   Total                                           $  4,007          $ 11,333           $ 13,032           $ 13,938
                                                   ========          ========           ========           ========

      The discount rate and rate of medical cost increases used in determining
the benefit obligations were as follows.

                                                                              POSTRETIREMENT BENEFITS
                                    PENSION BENEFITS DISCOUNT              OTHER THAN PENSIONS DISCOUNT
                                              RATE                                     RATE
                                              ----                                     ----
                                    2003                 2002              2003                    2002
                                    ----                 ----              ----                    ----
Discount rate                        6.0%                 0.0%              6.0%                    6.5%
Medical care cost trend rate                                               8.25%                    9.0%

      For measurement purposes, medical costs are assumed to increase at annual
rates as stated above and decline gradually to 4.75% in 2008 and beyond. The
health care cost trend rate assumption has a significant effect on the costs and
obligation reported. A 1% increase in the health care cost trend rate would
result in approximate increases in the accumulated postretirement benefit
obligation of $19.2 million. A 1% decrease in the health care cost trend rate
would result in approximate decreases in the accumulated postretirement benefit
obligation of $16.7 million. A 1% increase in the health care cost trend rate
would result in approximate increases in postretirement benefit expenses of $1.8
million. A 1% decrease in the health care cost trend rate would result in
approximate decreases in postretirement benefit expenses of $1.5 million.

401(K) PLAN

      Effective January 1, 1994, the Company began matching salaried employee
contributions to the 401(k) plan with shares of WHX's Common Stock. Until
November 30, 2000, the Company matched 50% of the employee's contributions. The
employer contribution was limited to a maximum of 3% of an employee's salary. As
of November 30, 2000, the Company terminated the employer matching contribution
benefit. On August 1, 2003, the Company contributed 500,000 shares to its
salaried employees through its 401(k) plan, pursuant to its plan of
reorganization. At December 31, 2003, 2002 and 2001, the 401(k) plan held
124,195 shares, 165,645 shares and 542,695 shares of WHX Common Stock,
respectively.

POSTEMPLOYMENT BENEFITS

      The Company provides benefits to former or inactive employees after
employment but before retirement. Those benefits include, among others,
disability, severance and workers' compensation. The assumed discount rate used
to measure the benefit liability was 6.0% at December 31, 2003 and 6.5% at
December 31, 2002. At December 31, 2003, Other Employee Benefit Liabilities
totaled $31.1 million. At December 31, 2002, liabilities of $1.1 million and
$16.7 million were included in Other Employee Benefit Liabilities and
Liabilities Subject to Compromise - Other Liabilities, respectively.

                                       17

COAL INDUSTRY RETIREE HEALTH BENEFIT ACT

      The Coal Industry Retiree Health Benefit Act of 1992 ("the Act") created a
new United Mine Workers of America postretirement medical and death benefit plan
to replace two existing plans which had developed significant deficits. The Act
assigns companies the remaining benefit obligations for former employees and
beneficiaries, and a pro rata allocation of benefits related to unassigned
beneficiaries (orphans). The Company's obligation under the Act relates to its
previous ownership of coal mining operations.

      In 2003 the courts determined that certain retirees and dependents were
not the responsibility of WPSC. In the fourth quarter of 2003, WPSC received net
cash proceeds of $7.2 million for premiums previously paid which was recorded as
income at that time.

      At December 31, 2003, the actuarially determined liability discounted at
6.0%, covering 40 assigned retirees and dependents and 25 orphans, totaled $2.9
million. At December 31, 2002, the actuarially determined liability discounted
at 6.5%, covering 348 assigned retirees and dependents and 157 orphans, totaled
$10.4 million.

NOTE E--INCOME TAXES

      The provision for income taxes consisted of the following:

                                                                      INCOME TAXES
                                                                      ------------
                                                                 (DOLLARS IN THOUSANDS)

                                                                           PREDECESSOR COMPANY
                                           REORGANIZED                     -------------------
                                          FOR THE FIVE       FOR THE SEVEN
                                          MONTHS ENDED       MONTHS ENDED       FOR THE YEAR ENDED DECEMBER 31,
                                          DEC. 31, 2003      JULY 31, 2003          2002              2001
                                          -------------      -------------          ----              ----
Current
   Federal tax provision (benefit)          $        8        $     (659)        $       --        $       --
   State tax provision                               6                18                 11                17
                                            ----------        ----------         ----------        ----------

Total income taxes current                          14              (641)                11                17
Deferred
   Federal tax provision (benefit)                   1                --                 --                --
                                            ----------        ----------         ----------        ----------
Income tax provision (benefit)              $       15        $     (641)        $       11        $       17
                                            ==========        ==========         ==========        ==========

      Total federal and state income taxes paid in 2003, 2002 and 2001 were $0.0
million, $0.0 million and $0.1 million, respectively. The Company received a
federal tax refund of $0.6 million in the predecessor period ended July 31, 2003
due to a ten year carry-back of certain provisions included in the 2002 tax act.

      The provision for income taxes differs from the amount of income tax
determined by applying the applicable U.S. statutory federal income tax rate of
35% to pretax income as follows:

                                                                              TAX PROVISION
                                                                              -------------
                                                                         (DOLLARS IN THOUSANDS)

                                                   REORGANIZED                     PREDECESSOR COMPANY
                                                     COMPANY                       -------------------
                                                  FOR THE FIVE       FOR THE SEVEN
                                                  MONTHS ENDED       MONTHS ENDED
                                                    DEC. 31,           JULY 31,         FOR THE YEAR ENDED DECEMBER 31,
                                                      2003               2003               2002               2001
                                                      ----               ----               ----               ----
     Loss before taxes                             $ (38,915)         $ 322,790          $ (57,556)         $(172,197)
                                                   =========          =========          =========          =========
Tax provision (benefit) at statutory rate          $ (13,621)         $ 112,977          $ (20,145)         $ (60,269)
Increase (reduction) in tax due to:
   Equity earnings                                      (757)              (712)            (1,086)              (388)
   State income tax net of federal effect                  4                 12                  7                 11
   Change in valuation allowance                      14,364             27,941             21,158             60,588
   Fresh start adjustment                                 --           (140,205)                --                 --
   Other                                                  25               (654)                77                 75
                                                   ---------          ---------          ---------          ---------
Tax provision (benefit)                            $      15          $    (641)         $      11          $      17
                                                   =========          =========          =========          =========

                                       18

      Deferred income taxes result from temporary differences in the financial
basis and tax basis of assets and liabilities. The type of differences that give
rise to deferred income tax liabilities or assets are shown in the following
table:

                                                                         DEFERRED INCOME TAXES
                                                                         ---------------------
                                                                         (DOLLARS IN MILLIONS)
                                                                    REORGANIZED          PREDECESSOR
                                                                      COMPANY              COMPANY
                                                                           AS OF DECEMBER 31,
                                                                           ------------------
                                                                       2003                  2002
                                                                       ----                  ----
Deferred Income Tax Sources:
ASSETS
Postretirement and postemployment employee benefits                 $     35.4            $    130.0
Operating loss carryforward (expiring in 2011 to 2023)                   116.8                 220.2
Minimum tax credit carryforwards (indefinite carryforward)                  --                  18.2
Pension and employee benefits                                             23.4                    --
Provision for expenses and losses                                         20.6                  24.8
Leasing activities                                                         8.8                  12.4
State income taxes (net of federal benefit)                               11.7                   1.1
Miscellaneous other                                                       10.6                   0.5
                                                                    ----------            ----------
   Deferred tax assets                                              $    227.3            $    407.2
                                                                    ==========            ==========
LIABILITIES
Property, plant and equipment                                       $    (54.2)           $   (112.7)
Inventory                                                                (31.2)                (31.2)
State income taxes (net of federal benefit)                              (11.8)                 (0.7)
Miscellaneous other                                                       (0.6)                 (0.4)
                                                                    ----------            ----------
   Deferred tax liability                                                (97.8)               (145.0)
Valuation allowance                                                     (129.8)               (262.2)
                                                                    ----------            ----------
Deferred income tax liability--net                                  $     (0.3)           $       --
                                                                    ==========            ==========

      As a result of the implementation of the Company's plan of reorganization,
various differences giving rise to deferred income tax liabilities or assets
were revalued. Additionally, in conjunction with the Company's emergence from
bankruptcy during 2003, certain tax attributes including net operating losses
and tax credits were reduced or eliminated in exchange for tax-free treatment of
cancellation of indebtedness income. The revaluation and/or reduction of
deferred tax asset and liability components amounted to a net reduction of tax
benefit amounting to approximately $190.7 million for which a valuation
allowance had been previously established.

      Subject to certain rules relating to the use of tax attributes upon
emergence from bankruptcy, the Company has the ability to use such attributes -
namely net operating losses - without restriction. However, due to uncertainties
surrounding future realization of these benefits, a full valuation allowance
remains in place against the Company's net deferred tax asset. To the extent
that such a benefit is capable of being utilized in the future, the recognition
of the benefit will first go to reduce intangible assets, if any, and then as a
direct addition to equity. During the post-emergence period of 2003, the
Company's valuation allowance increased $29.9 million largely due to the
increase in net operating losses for which uncertainty exists as to their
realizability.

      The statute of limitations has expired for years through 1999. Federal tax
returns have been examined by the Internal Revenue Service through 1997.
Additionally, while the Company is no longer affiliated with WHX Corporation,
the Company's former parent, the Company's tax attributes could be impacted by
an audit of WHX for those years in which the Company was still a part of the WHX
affiliated group. Management believes it has adequately provided for all taxes
on income.

                                       19

NOTE F--INVENTORIES

                                                      INVENTORIES
                                                      -----------
                                                (DOLLARS IN THOUSANDS)
                                      REORGANIZED                   PREDECESSOR
                                        COMPANY                       COMPANY
                                                  AS OF DECEMBER 31,
                                                  ------------------
                                          2003                          2002
                                          ----                          ----
Finished products                      $  31,227                     $  31,705
In-process                                90,170                       112,319
Raw materials                             26,808                        22,544
Other materials and supplies                 378                        17,054
                                       ---------                     ---------
                                         148,583                       183,622
LIFO reserve                              (1,688)                          469
                                       ---------                     ---------
                                       $ 146,895                     $ 184,091
                                       =========                     =========

      During 2003, 2002 and 2001, certain inventory quantities were reduced,
resulting in liquidations of LIFO inventories, the effect of which increased
income by $2.2 million in 2003, decreased income by approximately $0.8 million
in 2002, and increased income by $4.8 million in 2001.

NOTE G--PROPERTY, PLANT AND EQUIPMENT

                                                  PROPERTY, PLANT AND EQUIPMENT
                                                  -----------------------------
                                                      (DOLLARS IN THOUSANDS)
                                                  REORGANIZED        PREDECESSOR
                                                    COMPANY            COMPANY
                                                        AS OF DECEMBER 31,
                                                        ------------------
                                                       2003              2002
                                                       ----              ----
Land and mineral properties                        $    8,529        $   39,480
Buildings, machinery and equipment                    318,681         1,175,053
Construction in progress                               70,606            32,390
                                                   ----------        ----------
                                                      397,816         1,246,923
Less accumulated depreciation and amortization         10,051           716,355
                                                   ----------        ----------
                                                   $  387,765        $  530,568
                                                   ==========        ==========

      The basis of property, plant and equipment was revalued to fair market
value in accordance with SOP 90-7. The overall write-down of property, plant and
equipment was approximately $133.3 million at July 31, 2003.

      Depreciation expense calculated using the straight-line method amounted to
$10.1 million at December 31, 2003. Prior to reorganization, the Company
utilized the modified units of production method of depreciation which
correlated a time factor to the physical wear and tear of the equipment based
upon the level of raw steel production. For the periods ended July 31, 2003,
December 31, 2002 and December 31, 2001, depreciation adjustments under the
modified units of production method reduced straight-line depreciation by $2.3
million, $0.9 million and $1.8 million respectively.

      As of December 31, 2003 and December 31, 2002, the Company had two capital
leases in the amount of $8.1 million and $7.1 million respectively. These
capital leases were classified as long-term debt in 2003 and as Debt in
Liabilities Subject to Compromise in 2002.

NOTE H--LIABILITIES SUBJECT TO COMPROMISE AND PRE-PETITION LONG TERM DEBT

      The principal categories of claims that were classified as liabilities
subject to compromise under the Company's reorganization proceedings are
identified below. These liabilities included substantially all the current and
non-current liabilities of the Company as of November 16, 2000, the date the
Chapter 11 petition was filed.

                                       20

                                                                        LIABILITIES SUBJECT TO COMPROMISE
                                                                        ---------------------------------
                                                                              (DOLLARS IN THOUSANDS)
                                                                               PREDECESSOR COMPANY
                                                                             AS OF DECEMBER 31, 2002
                                                                             -----------------------
Other federal, state and local taxes                                                  $  1,717
Debt, see table below                                                                  356,384
Interest accrued through November 16, 2000                                              13,738
Unfunded provisions related to retiree medical benefits (see Note D)                   360,518
Trade payables                                                                         117,020
Other liabilities                                                                       40,924
                                                                                      --------
   Total liabilities subject to compromise recorded at December 31:                   $890,301
                                                                                      ========

      Debt included in liabilities subject to compromise at December 31, 2002 is
summarized below:

                                                    PRE-PETITION LONG TERM DEBT
                                                    ---------------------------
                                                       (DOLLARS IN THOUSANDS)
                                                        PREDECESSOR COMPANY
                                                      AS OF DECEMBER 31, 2002
                                                      -----------------------
Senior Unsecured Notes due 2007, 9 1/4%                       $274,266
Term Loan Agreement due 2006, floating rate                     75,000
Other                                                            7,118
                                                              --------
   Total Long-Term Debt(1)                                    $356,384
                                                              ========

(1) No estimate of fair value was available for December 31, 2002.

      As a result of the bankruptcy filing, principal and interest payments may
not be made on pre-petition debt without Bankruptcy Court approval or until
reorganization plan defining the repayment terms has been confirmed. For the
seven months ended July 31, 2003 and the years ended December 31, 2002 and 2001,
interest not paid or charged to earnings totaled $ 16.9 million, $29.9 million
and $31.6 million, respectively. Such interest was not being accrued since it
was not probable that it would be treated as an allowed claim.

9 1/4% SENIOR NOTES DUE 2007 AND TERM LOAN:

      On November 26, 1997 the Company issued $275 million principal amount of 9
1/4% Senior Notes. Interest on the 9 1/4% Senior Notes was payable semi-annually
on May 15 and November 15 of each year. The Senior Notes were to mature on
November 15, 2007. The 9 1/4% Senior Notes were fully and unconditionally
guaranteed on a joint and several and senior basis by the guarantors, which
consisted of the Company's present and future operating subsidiaries.

      On November 26, 1997 the Company entered into a Term Loan Agreement with
DLJ Capital Funding Inc., as syndication agent pursuant to which it borrowed $75
million. The Company's obligations under the Term Loan Agreement were guaranteed
by its present and future operating subsidiaries.

      All of the pre-petition liabilities disclosed above were settled as part
of our plan of reorganization, which was approved by the court and became
effective August 1, 2003

NOTE I--LONG TERM DEBT

$250 MILLION TERM LOAN

      In connection with our plan of reorganization, WPSC entered into a
five-year $250 million senior secured term loan facility with a bank group led
by Royal Bank of Canada as administrative agent. The term loan is arranged in
three tranches with varying degrees of risk and interest rates. Interest on
borrowings is calculated based on either LIBOR or the prime rate using spreads
as defined for each tranche in the agreement. The blended rate of interest was
approximately 3.8% at December 31, 2003. The term loan is to be repaid beginning

                                       21

in the third quarter of 2004 through the first quarter of 2008 in quarterly
installments of $6.25 million with a final payment of $156.25 million due at
maturity.

      A federal government guarantee from the Emergency Steel Loan Guarantee
Board, also referred to as the Steel Board, covers 85% or $21.25 million of the
$25 million first tranche of the term loan held by Royal Bank of Canada, and 95%
or approximately $198.75 million of the approximately $209 million second
tranche of the term loan held by various lenders. The Steel Board guarantee is a
guarantee of principal only. The Steel Board guarantee terminates only if the
administrative agent fails to make a payment demand within thirty days from the
date of any payment default or if any lender transfers its interest in the term
loan facility contrary to provisions of the appropriate sections of the
guarantee. The Steel Board guarantee expires thirteen years after the closing of
the term loan facility, or eight years after scheduled maturity. The remaining
5% of the second tranche of the term loan is backed by an unconditional
guarantee from the State of West Virginia. Additionally, the term loan is
guaranteed by WPC and WPSC's subsidiaries. Of the approximately $15.8 million
third tranche of the term loan, approximately $3.8 million is held by Danieli
Corporation as a vendor/supplier to WPSC and approximately $12 million is held
by the State of Ohio through the Ohio Department of Development. The term loan
is collateralized by a first lien on all of our tangible and intangible assets
(other than accounts receivable and inventory) and our equity interests in our
joint ventures, and a second lien on our accounts receivable and inventory.

      A portion of the term loan was used to finance our plan of reorganization
by paying off our debtor-in-possession credit facility and paying other cash
claims under our plan of reorganization. In addition, $112 million of the term
loan has been placed in a restricted cash account relating to the construction
of an electric arc furnace. Pursuant to the provisions of the term loan credit
agreement, we are subject to, and are currently in compliance with, various
affirmative covenants customary for a debt financing of this type, including
provision of financial reports, compliance with payment and contractual
obligations and requirements of law, maintenance of existence and property,
maintenance of insurance, and compliance with the terms and conditions of the
Steel Board guarantee and the State of West Virginia guarantee. In addition, we
are subject to, and are currently in compliance with, various negative
covenants.

$225 MILLION REVOLVING CREDIT FACILITY

      In connection with our plan of reorganization, WPSC entered into a
three-year $225 million senior secured revolving credit facility with a bank
group arranged by Royal Bank of Canada and General Electric Capital Corporation
Capital Markets Group. The revolving credit facility is guaranteed by WPC and
WPSC's subsidiaries. The revolving credit facility is collateralized by a first
lien on our accounts receivable and inventory and a third lien on our other
tangible and intangible assets and our equity interest in our joint ventures.
The revolving credit facility is to be available at agreed advance rates,
subject to our audited accounts receivable and inventory borrowing base. The
revolving credit facility requires the maintenance of a minimum $50 million
borrowing availability. Failure to maintain such minimum availability could
result in a covenant violation. 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 4.9% at December 31, 2003. At December 31, 2003, we had borrowed
approximately $79.3 million under the revolving credit facility. At December 31,
2003 the Company had $6.7 million of net excess availability over the required
minimum $50 million availability. Based on its projections of future
availability under the revolving credit facility, the Company believes that it
will remain in compliance with the required minimum $50 million availability.

      Pursuant to the provisions of the revolving loan agreement, we are subject
to, and are currently in compliance with, various affirmative covenants and
negative covenants, including financial condition covenants, which are
substantially similar to many of those contained in the term loan credit
agreement as described above.

$40 MILLION SERIES A NOTES

      On August 1, 2003, pursuant to our plan of reorganization, WPSC issued new
Series A secured notes in the aggregate principal amount of $40 million in
settlement of claims under our bankruptcy proceedings. The Series A notes were
issued under an indenture between WPSC and Bank One, N.A., as trustee. The
Series A notes mature on August 1, 2011 and they have no fixed amortization,

                                       22

meaning that 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 July 1,
2008. Thereafter, such notes bear interest at a rate of 8% per annum.

      The Series A notes are collateralized by a second lien on our tangible and
intangible assets (other than accounts receivable and inventory) and our equity
interests in our joint ventures and a third lien on our accounts receivable and
inventory. Until August 1, 2008, fifty percent of the payments to WPSC from the
Wheeling-Nisshin and OCC joint ventures, in respect of loans to, or equity
interest in, such joint ventures, will be applied to payments on the Series A
notes. Thereafter, one hundred percent of such payments from the joint ventures
to WPSC will be applied to the Series A notes. However, WPSC must pay cash
interest of at least 2% per annum. In the event that at any time the payments
from the joint ventures are not adequate to pay all interest then owing, or if
WPSC is not in compliance with the terms of the term loan facility and/or the
revolving credit facility, the remaining portion of the principal upon which
cash interest has not been paid will receive payment-in-kind interest at a rate
of 8% per annum during the first five years of the term of the Series A notes,
and at a rate of 10% per annum thereafter.

      In addition, the Series A notes are subrogated to the first lien and other
rights of the term loan facility and any refinancing of the scheduled amounts
due hereunder to the extent of $14.2 million plus any funds received by WPSC
from WPC, Wheeling-Nisshin and OCC subsequent to April 15, 2003 and not utilized
to pay the Series A notes.

      We are subject to, and are currently in compliance with, various
affirmative covenants and negative covenants set forth in the Series A note
indenture.

$20 MILLION SERIES B NOTES

      On August 1, 2003, pursuant to our plan of reorganization, WPSC issued new
Series B secured notes in the aggregate principal amount of $20 million in
settlement of claims under our bankruptcy proceedings. The Series B notes were
issued under an indenture between WPSC and Bank One, N.A., as trustee. The
Series B notes mature on August 1, 2010 and they 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. WPSC must pay cash interest of at least 2% per annum.
Payment of cash interest in excess of 2% per annum is dependent upon our
remaining in compliance with our new credit agreements and the Series A notes.
In the event that we are not in compliance with the terms of the term loan
facility, the revolving credit facility and/or the Series A notes, or our cash
flow is insufficient to cover any or all of the interest, the remaining portion
of the principal upon which cash interest has not been paid will receive
payment-in-kind interest at a rate of 8% per annum.

      In addition, the Series B notes are collateralized by a fifth lien on our
tangible and intangible assets, including our equity interests in our joint
ventures and our accounts receivable and inventory.

      We are subject to, and are currently in compliance with, various
affirmative and negative covenants under the Series B note indenture, which are
substantially similar to many of those contained in the Series A note indenture.

$10 MILLION UNSECURED NOTE

      On August 1, 2003, pursuant to our plan of reorganization, WPSC issued an
unsecured note in the aggregate principal amount of $10 million to WHX
Corporation, referred to as the WHX note. The WHX note matures in 8 years and
has no fixed amortization, meaning that no payment of principal shall be
required until such note becomes due. The WHX note bears interest at a rate of
6% per annum. Such note is subordinated in right of payment to our credit
agreements, the Series A notes and the Series B notes.

                                       23

CERTAIN OTHER OBLIGATIONS

      In connection with the implementation of our plan of reorganization, we
reached agreements with various parties to defer payments of indebtedness and
reduce costs in order to preserve liquidity upon emergence from bankruptcy.
These agreements include:

      o     MODIFICATION AND ASSUMPTION AGREEMENT BETWEEN WPSC AND DANIELI
            CORPORATION - This agreement modifies an agreement between WPSC and
            Danieli Corporation, dated July 6, 2000, pursuant to which WPSC
            agreed to purchase from Danieli Corporation certain roll-changing
            equipment. Under the original agreement, WPSC owed approximately
            $7.36 million to 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 has been converted into a portion of the
            secured term loans under our term loan facility that

            is not secured by the Steel Board. The balance of the amount owed to
            Danieli Corporation has been converted into a promissory note. In
            addition, WPSC agreed to pay Danieli Corporation approximately $2.58
            million (of which approximately $96 thousand has been paid and the
            balance of which is to be paid in progress payments as work is
            completed in 2004) to complete the roll-changing project and for
            rehabilitation, storage and other costs of Danieli Corporation.

      o     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 of $4.985 million of such loan at an interest rate
            of 3% per annum.

      o     LOAN AGREEMENT BETWEEN WPSC AND THE STATE OF WEST VIRGINIA - In
            connection with WPSC's repayment of a $5 million loan from the West
            Virginia Development Office, WPSC has entered into a $6.5 million
            loan agreement with the State of West Virginia. The loan has a
            five-year term and bears interest at a rate of approximately 4.4%
            per annum.

      o     AGREEMENT AMONGST WPSC, ITABIRA RIO DOCE COMPANY, LTD. AND RIO DOCE
            LIMITED - This agreement provides for repayment, in equal monthly
            installments over a period not to exceed eighteen months from May 1,
            2003, of WPSC's $5.1 million deferred payment obligation under a
            certain iron ore sales agreement, dated October 1, 2001.

      Shown below are the long-term debt obligations as of December 31, 2003 and
2002:

                                                        LONG TERM DEBT
                                                        --------------
                                                    (DOLLARS IN THOUSANDS)
                                                REORGANIZED         PREDECESSOR
                                                  COMPANY             COMPANY
                                                       AS OF DECEMBER 31,
                                                       ------------------
                                                   2003                 2002
                                                   ----                 ----
Term Loan                                       $  250,000           $       --
DIP Credit Facility                                     --               35,222
State Loans                                         11,524               11,985
WHX Loan                                            10,224                5,000
Series A Note                                       40,705                   --
Series B Note                                       20,397                   --
Virginia Industrial Revenue Bond                     4,598                   --
Nevada Industrial Revenue Bond                       3,497                   --
Other                                                2,449                4,545
                                                ----------           ----------
                                                   343,394               56,752
Less portion due within one year                     2,698               43,575
                                                ----------           ----------
Long-Term Debt                                  $  340,696           $   13,177
                                                ==========           ==========

                                       24

      Pursuant to a Memorandum of Understanding ("MOU"), WHX provided $5.0
million in secured loans to the Company during the fourth quarter of 2001 to
increase liquidity and sustain continued operations. The loans bear interest at
the rate of 6% per annum and will mature on the earlier of the (a) substantial
consummation of a Plan of Reorganization, (b) termination of the MOU, or (c)
December 31, 2002. Payment was not made on December 31, 2002, but the loan
became part of the reorganization cancellation of debt. Pursuant to a negotiated
agreement among the USWA, WHX and the Company in January 2002, the Company
received loans in the amount of $7.0 million and $5.0 million from the states of
Ohio and West Virginia, respectively. The West Virginia loan was paid off in
reorganization. The Ohio loan was paid down to $5.0 million in reorganization
and the balance is due August 1, 2005.

      Principal amounts of long-term debt (in thousands) maturing in each of the
next five years is as follows: 2004, $15,197; 2005, $31,058; 2006, $26,133;
2007, $25,730; and 2008, $169,599.

INTEREST COST

      Aggregate interest costs on debt and amounts capitalized during the three
years ended December 31, 2003, are as follows:

                                                                           INTEREST COST
                                                                           -------------
                                                                      (DOLLARS IN THOUSANDS)

                                                  REORGANIZED                  PREDECESSOR COMPANY
                                                    COMPANY                    -------------------
                                                  FOR THE FIVE    FOR THE SEVEN           FOR THE YEAR ENDED
                                                  MONTHS ENDED     MONTHS ENDED              DECEMBER 31,
                                                    DEC. 31,         JULY 31,          ------------------------
                                                      2003             2003              2002             2001
                                                      ----             ----              ----             ----
Aggregate interest expense on long-term debt         $10,457          $10,023          $17,761          $21,611
Less: Capitalized interest                               243              838            1,774            4,163
                                                     -------          -------          -------          -------
Interest expense                                     $10,214          $ 9,185          $15,987          $17,448
                                                     =======          =======          =======          =======
Interest Paid                                        $ 6,393          $ 6,966          $11,618          $15,905
                                                     =======          =======          =======          =======

NOTE J--RELATED PARTY TRANSACTIONS

      The Company regularly sells steel product at prevailing market prices to
Unimast Incorporated ("Unimast") and PCC, wholly-owned subsidiaries of WHX.
During 2003, 2002 and 2001, the Company shipped $0.0 million, $0.5 million and
$2.2 million, respectively of steel product to Unimast. In August 2002, WHX sold
its interest in Unimast to an unrelated party. During 2003, 2002 and 2001, the
Company shipped $14.0 million, $20.8 million and $7.0 million, respectively of
steel product to PCC. Amounts due the Company from Unimast at December 31, 2003
and 2002 were $0.0 million and $0.1 million, respectively. Amounts due the
Company from PCC at December 31, 2003 and 2002 were $1.5 million and $2.0
million, respectively. WHX provided funds for the purchase of natural gas during
2001. At December 31, 2003 the Company did not owe WHX any money for gas
purchased.

      Pursuant to our plan of reorganization which became effective August 1,
2003 the Company ceased to be a subsidiary of WHX. WHX has no ownership interest
in WPC after the effective date.

NOTE K--COMMITMENTS AND CONTINGENCIES

ENVIRONMENTAL MATTERS

      Prior to confirmation of our plan of reorganization effective August 1,
2003, we settled all pre-petition environmental liability claims made by state
(Ohio, West Virginia, Pennsylvania) and federal (USEPA) environmental regulatory
agencies. Consequently, we believe we have settled and/or discharged
environmental liability for any CERCLA (Superfund) sites, pre-petition
stipulated penalties related to active consent decrees, or other pre-petition
regulatory enforcement actions.

      Currently, we estimate that stipulated penalties and fines for
post-petition events and activities through December 31, 2003 total $1,931,500.
These claims arise from instances in which we exceeded post-petition consent

                                       25

decree terms, including: (a) $234,500 related to a July 1991 USEPA consent
decree for water discharges to the Ohio River; (b) $75,000 related to a
September 20, 1999 Ohio EPA consent decree for our coke oven gas desulfurization
facility; and (c) $1,622,000 related to a January 30, 1996 USEPA consent decree
for our coke oven gas desulfurization facility.

      In September 2000, we entered into a consent order with the West Virginia
Department of Environmental Protection wherein we agreed to remove contaminated
sediments from the bed of the Ohio River. We spent approximately $1.4 million on
these activities in 2002 and an additional $400,000 in 2003. During removal
activities in 2003, we discovered a broader area of contaminated sediments. We
identified the spatial limits of these contaminated sediments and estimate their
removal costs at $4.0 million.

      We are 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 our
Coke Plant in Follansbee, WV. USEPA has approved our investigation Work plan,
and field activities are scheduled for 2004. Following our investigation we will
to perform a Corrective Measures Study to determine possible remedial measures.
We expect some remediation measures will be necessary and could commence within
the next three to five years. We have reserved approximately $5.2 million for
such remediation measures. However, until the field investigation is completed
and the EPA approves our remediation plan, the full extent and cost of
remediation cannot be ascertained.

      The USEPA conducted a multimedia inspection of our Steubenville, Mingo
Junction, Yorkville and Martins Ferry, Ohio and Follansbee, West Virginia
facilities in March and June 1999. The inspection covered all environmental
regulations applicable to these plants. Many of the issues have been resolved
and settled prior to emergence from Chapter 11 bankruptcy. We have reserved $1.4
million for resolution of outstanding issues.

      Capital expenditures for environmental projects totaled $1.7 million in
2002 and $1.0 in 2003. We estimate capital expenditures for environmental
projects to be $3.6 for 2004, $9.3 for 2005 and $7.0 for 2006. 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.

      Non-current accrued environmental liabilities totaled $18.1 million in
2002 and $14.7 million in 2003. These accruals were based on all available
information to the Company. As new information becomes available, including
information provided by third parties and new or changing environmental
regulations, the liabilities are reviewed and the accruals are adjusted
accordingly on a quarterly basis. We believe we have adequately provided for our
present environmental liabilities using our best judgment of known issues.

COMMITMENTS

      The Company entered into a 15-year take-or-pay contract in 1999 that was
amended in 2003 that requires the Company to purchase oxygen, nitrogen and argon
each month with a minimum monthly charge of approximately $0.6 million, subject
to escalation clauses. Payments for deliveries of oxygen totaled $9.3 million in
2003, $7.0 million in 2002 and $7.5 million in 2001.

      The Company entered into a 20-year take-or-pay contract in 1999, that was
amended in 2003 that requires the Company to purchase steam and electricity each
month or pay a minimum monthly charge of approximately $0.4 million. A variable
portion of the contract is calculated as $3.75 times the number of tons of iron
produced each month with an agreed to minimum of 3,000 tons per day. Payments
for deliveries of steam and electricity totaled $8.8 million in 2003, $13.8
million in 2002 and $14.6 million in 2001. If the Company elects to terminate
the contract early, as of December 31, 2003, a maximum termination payment of
$37.0 million would be required.

      In 2004, the Company entered into a take-or-pay contract to purchase coal
each month with a minimum monthly charge of approximately $1.6 million. The term
of the contract expires on December 31, 2007, while the Company has the sole
option to terminate the contract on or after January 1, 2006. After such date,
the pricing will be subject to market conditions with a cap collar. Payments for

                                       26

deliveries of coal totaled $11.8 million in 2003, $16.4 million in 2002 and $7.3
million in 2001. As of December 31, 2003, if the Company elects to terminate the
contract, a maximum termination payment of $37.4 million would be required.

NOTE L--OTHER INCOME

                                                                 OTHER INCOME
                                                                 ------------
                                                            (DOLLARS IN THOUSANDS)

                                    REORGANIZED                       PREDECESSOR COMPANY
                                      COMPANY                         -------------------
                                    FOR THE FIVE      FOR THE SEVEN               FOR THE YEAR ENDED
                                    MONTHS ENDED       MONTHS ENDED                  DECEMBER 31,
                                      DEC. 31,           JULY 31,            ---------------------------
                                        2003               2003                2002                2001
                                        ----               ----                ----                ----
Interest and investment income         $   638            $   360            $   764             $   973
Equity income                            2,705              2,544              3,882               1,274
Other, net                               1,007                324                (79)             (1,896)
                                       -------            -------            -------             -------

                                       $ 4,350            $ 3,228            $ 4,567             $   351
                                       =======            =======            =======             =======

NOTE M--REORGANIZATION ITEMS

      Reorganization expenses are comprised of items of income, expense and loss
that were realized or incurred by the Company as a result of its decision to
reorganize under Chapter 11 of the Bankruptcy Code. Reorganization and
professional fee expense and cash payments related to continuing operations
during 2003, 2002 and 2001 were $8.1 million and $12.4 million in 2003, $11.8
million and $10.6 million for 2002, and $14.2 million and $13.9 million for
2001, respectively.

      Other reorganization income (expense) items are summarized below:

                                                                   REORGANIZATION ITEMS
                                                                   --------------------
                                                                  (DOLLARS IN THOUSANDS)
                                                                    PREDECESSOR COMPANY
                                                 FOR THE SEVEN                   FOR THE YEAR ENDED
                                                  MONTHS ENDED                      DECEMBER 31,
                                                    JULY 31,              -------------------------------
                                                      2003                   2002                  2001
                                                      ----                   ----                  ----
Gain (loss) on sale or disposal of assets          $      --              $   1,258             $    (936)
Fresh start adjustments                             (152,708)
Gain on discharge of debt                            557,541
Gain from sale of PCC assets                              --                     --                 9,818
Gain on settlement of intercompany accounts               --                     --                   367
Other                                                 (4,758)                     4                    --
                                                   ---------              ---------             ---------
                                                   $ 400,075              $   1,262             $   9,249
                                                   =========              =========             =========

NOTE N--INFORMATION ON SIGNIFICANT JOINT VENTURES

      The Company owns 35.7% of Wheeling-Nisshin. Wheeling-Nisshin had no debt
outstanding at December 31, 2003 and December 31, 2002. The Company derived
approximately 16.3% and 15.6% of its revenues from sale of steel to
Wheeling-Nisshin in 2003 and 2002, respectively. The Company received dividends
of $2.5 million from Wheeling-Nisshin for the seven months ended July 31, 2003
and $1.25 million in 2002. Accounts Receivable due the Company at December 31,
2003 totaled $5.6 million.

      The Company owns 50% of OCC. OCC had total debt outstanding at December
31, 2003 and 2002 of approximately $33.9 million and $44.3 million,
respectively. The Company derived approximately 11.2% and 10.6% of its revenues
from sale of steel to OCC in 2003 and 2002, respectively. Accounts Receivable
due the Company at December 31, 2003 totaled $10.1 million.

                                       27

      NOTE O--SUMMARIZED COMBINED FINANCIAL INFORMATION OF THE SUBSIDIARY
GUARANTORS OF THE $250 MILLION SENIOR SECURED TERM LOAN FACILITY AND $225
MILLION SENIOR SECURED REVOLVING CREDIT FACILITY

      WPSC entered into a $250 million senior secured term loan facility, which
is guaranteed in part by the Emergency Steel Loan Guarantee Board, the State of
West Virginia, WPC and WPSC's subsidiaries and is collateralized by a first lien
on the Company's tangible and intangible assets (other than accounts receivable
and inventory) and the Company's equity interests in our joint ventures and a
second lien on our accounts receivable and inventory. The Company also entered
into a $225 million senior secured revolving credit facility, which is
guaranteed by WPC and WPSC's subsidiaries and is collateralized by a first lien
on our accounts receivable and inventory and a third lien on our other tangible
and intangible assets and our equity interests in our joint ventures. Each
guarantor subsidiary is 100% owned by WPC or one of its 100% owned subsidiaries,
and any subsidiary of WPC that is not a guarantor is a minor subsidiary
individually and all such non -guarantor subsidiaries in the aggregate are
minor. Condensed consolidating financial information for the Company and the
subsidiary guarantors are as follows:

                     CONDENSED CONSOLIDATING BALANCE SHEETS

                                                                             DECEMBER 31, 2003
                                                                          (DOLLARS IN THOUSANDS)

                                                                                    CONSOLIDATING AND
                                                                      SUBSIDIARY       ELIMINATING            WPC
                                                       WPC            GUARANTORS         ENTRIES          CONSOLIDATED
                                                    ---------         ----------    -----------------     ------------
ASSETS
  Cash and cash equivalents                         $      --         $   4,767         $      --          $   4,767
  Trade accounts receivables                               --           104,025                --            104,025
  Inventories                                              --           146,895                --            146,895
  Other current assets                                     12            11,571                --             11,583
       Total current assets                                12           267,258                --            267,270
  Intercompany receivables                                 --               495              (495)                --
  Property, plant and equipment - net                      --           387,765                --            387,765
  Investments and advances in affiliates              104,593            42,857          (104,593)            42,857
  Other non-current assets                                896           170,098                --            170,994
                                                    ---------         ---------         ---------          ---------

Total Assets                                        $ 105,501         $ 868,473         $(105,088)         $ 868,886
                                                    =========         =========         =========          =========

LIABILITIES AND STOCKHOLDERS' EQUITY
  Accounts payable                                  $      --         $  76,108         $      --          $  76,108
  Other current liabilities                                33           183,364                --            183,397
       Total current liabilities                           33           259,472                --            259,505
  Intercompany payable                                    495                --              (495)                --
  Long term debt                                           --           340,696                --            340,696
  Other non-current liabilities                           360           163,712                --            164,072
  Stockholders' equity                                104,613           104,593          (104,593)           104,613
                                                    ---------         ---------         ---------          ---------

Total Liabilities and Stockholders' Equity          $ 105,501         $ 868,473         $(105,088)         $ 868,886
                                                    =========         =========         =========          =========

                                       28

                                                                           DECEMBER 31, 2002
                                                                        (DOLLARS IN THOUSANDS)
                                                                                    CONSOLIDATING AND
                                                                     SUBSIDIARY        ELIMINATING           WPC
                                                       WPC           GUARANTORS          ENTRIES         CONSOLIDATED
                                                    ---------        ----------     -----------------    ------------
ASSETS
  Cash and cash equivalents                         $      37         $   8,506         $      --         $   8,543
  Trade accounts receivables                               --           130,593                --           130,593
  Inventories                                              --           184,091                --           184,091
  Other current assets                                    225             7,252                --             7,477
      Total current assets                                262           330,442                --           330,704
  Intercompany receivables                            189,984           235,161          (425,145)               --
  Property, plant and equipment - net                  11,842           518,726                --           530,568
  Investments and advances in affiliates              (50,602)              664           110,705            60,767
  Other non-current assets                            251,224          (214,147)               --            37,077
                                                    ---------         ---------         ---------         ---------

Total Assets                                        $ 402,710         $ 870,846         $(314,440)        $ 959,116
                                                    =========         =========         =========         =========

LIABILITIES AND STOCKHOLDERS' EQUITY
  Accounts payable                                         --         $  71,048                --            71,048
  Other current liabilities                                30           259,881                --           259,911
      Total current liabilities                            30           330,929                --           330,959
  Liabilities subject to compromise                   376,077           514,224                --           890,301
  Intercompany notes payable                          102,485           322,660          (425,145)               --
  Long term debt                                           --            13,177                --            13,177
  Other non-current liabilities                            --            35,850                --            35,850
  Stockholders' equity                                (75,882)         (345,994)          110,705          (311,171)
                                                    ---------         ---------         ---------         ---------

Total Liabilities and Stockholders' Equity          $ 402,710         $ 870,846         $(314,440)        $ 959,116
                                                    =========         =========         =========         =========

                                       29

                CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS

                                                                         FOR FIVE MONTHS ENDED DECEMBER 31, 2003
                                                                                  (DOLLARS IN THOUSANDS)
                                                                                             CONSOLIDATING AND
                                                                              SUBSIDIARY        ELIMINATING          WPC
                                                                WPC           GUARANTORS          ENTRIES        CONSOLIDATED
                                                             ---------        ----------     -----------------   ------------
INCOME DATA
  Net sales                                                  $      --         $ 396,902         $      --        $ 396,902
  Cost of products sold, excluding depreciation                     --           395,950                --          395,950
  Depreciation                                                      --            10,473                --           10,473
  Selling, administrative and general expense                      389            23,175                --           23,564
  Reorganization and professional fee expense                      (35)               --                --              (35)
                                                             ---------         ---------         ---------        ---------

  Operating loss                                                  (354)          (32,696)               --          (33,050)
  Reorganization income (expense)                                   --                --                --               --
  Interest expense                                                  --           (10,215)               --          (10,215)
  Other income including equity earnings (losses) of
    affilliates                                                (38,576)            3,971            38,955            4,350
                                                             ---------         ---------         ---------        ---------

  Loss before tax                                              (38,930)          (38,940)           38,955          (38,915)
  Tax provision (benefit)                                           --                15                --               15
                                                             ---------         ---------         ---------        ---------

  Net loss                                                   $ (38,930)        $ (38,955)        $  38,955        $ (38,930)
                                                             =========         =========         =========        =========

                                                                        FOR THE SEVEN MONTHS ENDED JULY 31, 2003
                                                                                 (DOLLARS IN THOUSANDS)
                                                                                            CONSOLIDATING AND
                                                                              SUBSIDIARY       ELIMINATING          WPC
                                                                 WPC          GUARANTORS         ENTRIES        CONSOLIDATED
                                                              ---------       ----------    -----------------   ------------
INCOME DATA
  Net sales                                                   $      --        $ 570,439        $      --        $ 570,439
  Cost of products sold, excluding depreciation                  (7,982)         571,814               --          563,832
  Depreciation                                                       --           39,889               --           39,889
  Selling, administrative and general expense                       242           29,664               --           29,906
  Reorganization and professional fee expense                        --            8,140               --            8,140
                                                              ---------        ---------        ---------        ---------

  Operating loss                                                  7,740          (79,068)              --          (71,328)
  Reorganization income (expense)
    Fair value adjustments                                           --         (152,708)              --         (152,708)
    Gain on discharge of debt                                        --          557,541               --          557,541
    Other reorganization entries                                   (211)          (4,547)              --           (4,758)
  Interest expense                                                   --          (12,677)           3,492           (9,185)
  Other income including equity earnings (losses) of
    affilliates                                                 319,540            1,705         (318,017)           3,228
                                                              ---------        ---------        ---------        ---------

  Income (loss) before tax                                      327,069          310,246         (314,525)         322,790
  Tax provision (benefit)                                         3,638           (4,279)              --             (641)
                                                              ---------        ---------        ---------        ---------

  Net income (loss)                                           $ 323,431        $ 314,525        $(314,525)       $ 323,431
                                                              =========        =========        =========        =========

                                       30

                                                                           FOR THE YEAR ENDED DECEMBER 31, 2002
                                                                                   (DOLLARS IN THOUSANDS)
                                                                                              CONSOLIDATING AND
                                                                               SUBSIDIARY        ELIMINATING           WPC
                                                                 WPC           GUARANTORS          ENTRIES         CONSOLIDATED
                                                              ---------        ----------     -----------------    ------------
INCOME DATA
  Net sales                                                   $      --         $ 979,993         $      --         $ 979,993
  Cost of products sold, excluding depreciation                     620           893,829                --           894,449
  Depreciation                                                       --            74,194                --            74,194
  Selling, administrative and general expense                       157            46,836                --            46,993
  Reorganization and professional fee expense                        --            11,755                --            11,755
                                                              ---------         ---------         ---------         ---------

  Operating loss                                                   (777)          (46,621)               --           (47,398)
  Reorganization income (expense)                                   845               417                --             1,262
  Interest expense                                                   --           (11,011)           (4,976)          (15,987)
  Other income including equity earnings (losses)
    of affilliates                                              (54,716)           (8,681)           67,964             4,567
                                                              ---------         ---------         ---------         ---------

  Income (loss) before tax                                      (54,648)          (65,896)           62,988           (57,556)
  Tax provision (benefit)                                         2,919            (2,908)               --                11
                                                              ---------         ---------         ---------         ---------

  Net income (loss)                                           $ (57,567)        $ (62,988)        $  62,988         $ (57,567)
                                                              =========         =========         =========         =========

                                                                          FOR THE YEAR ENDED DECEMBER 31, 2001
                                                                                  (DOLLARS IN THOUSANDS)
                                                                                              CONSOLIDATING AND
                                                                               SUBSIDIARY        ELIMINATING          WPC
                                                                 WPC           GUARANTORS          ENTRIES        CONSOLIDATED
                                                              ---------        ----------     -----------------   ------------
INCOME DATA
  Net sales                                                   $      --         $ 835,640         $      --        $ 835,640
  Cost of products sold, excluding depreciation                     453           865,612                --          866,065
  Depreciation                                                       --            72,551                --           72,551
  Selling, administrative and general expense                       195            46,978                --           47,173
  Reorganization and professional fee expense                        --            14,200                --           14,200
                                                              ---------         ---------         ---------        ---------

  Operating loss                                                   (648)         (163,701)               --         (164,349)
  Reorganization income (expense)                                 1,270             7,979                --            9,249
  Interest expense                                                   21           (19,178)            1,709          (17,448)
  Other income including equity earnings (losses)
    of affilliates                                             (171,237)              267           171,321              351
                                                              ---------         ---------         ---------        ---------

  Income (loss) before tax                                     (170,594)         (174,633)          173,030         (172,197)
  Tax provision (benefit)                                         1,620            (1,603)               --               17
                                                              ---------         ---------         ---------        ---------

  Net income (loss)                                           $(172,214)        $(173,030)        $ 173,030        $(172,214)
                                                              =========         =========         =========        =========

                                       31

                CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

                                                                        FOR THE FIVE MONTHS ENDED DECEMBER 31, 2003
                                                                                 (DOLLARS IN THOUSANDS)
                                                                                            CONSOLIDATING AND
                                                                               SUBSIDIARY      ELIMINATING          WPC
                                                                  WPC          GUARANTORS        ENTRIES       CONSOLIDATING
                                                               --------        ----------   -----------------  -------------
Net cash provided(used) by operating activities                $    (52)        $(35,206)        $     --        $(35,258)
Investing activities:
  Capital expenditures                                               --          (37,828)              --         (37,828)
  Construction of equipment using restricted cash                    --           24,862               --          24,862
  Other                                                              --              325               --             325
                                                               --------         --------         --------        --------

  Net cash used in investing activities                              --          (12,641)              --         (12,641)
Financing activities:
  Net borrowings (repayments)                                        --           42,127               --          42,127
  Equity transactions                                                --               --               --              --
  Book overdraft                                                     --            3,157               --           3,157
  Receivables from affilliates                                       --               --               --              --
  Other                                                              --               --               --              --
                                                               --------         --------         --------        --------

  Net cash (used in) provided by financing activities                --           45,284               --          45,284
Net change in cash and cash equivalents                             (52)          (2,563)              --          (2,615)
Cash and cash equivalents at beginning of period                     52            7,330               --           7,382
                                                               --------         --------         --------        --------

Cash and cash equivalents at end of period                     $     --         $  4,767         $     --        $  4,767
                                                               ========         ========         ========        ========

                                       32

                                                                        FOR THE SEVEN MONTHS ENDED JULY 31, 2003
                                                                                 (DOLLARS IN THOUSANDS)
                                                                                           CONSOLIDATING AND
                                                                              SUBSIDIARY       ELIMINATING           WPC
                                                               WPC            GUARANTORS         ENTRIES        CONSOLIDATED
                                                            ---------         ----------   -----------------    ------------
Net cash provided(used) by operating activities             $(115,882)        $ 113,341         $      --        $  (2,541)
Investing activities:
 Capital expenditures                                              --            (2,866)               --           (2,866)
 Other                                                       (102,485)          106,014                --            3,529
                                                            ---------         ---------         ---------        ---------

 Net cash used in investing activities                       (102,485)          103,148                --              663
Financing activities:
 Net borrowings (repayments)                                       --               390                --              390
 Equity transactions                                               --                --                --               --
 Book overdraft                                                    --               327                --              327
 Receivables from affilliates                                      --                --                --               --
 Other                                                        218,382          (218,382)               --               --
                                                            ---------         ---------         ---------        ---------

 Net cash (used in) provided by financing activities          218,382          (217,665)               --              717
Net change in cash and cash equivalents                            15            (1,176)               --           (1,161)
Cash and cash equivalents at beginning of period                   37             8,506                --            8,543
                                                            ---------         ---------         ---------        ---------

Cash and cash equivalents at end of period                  $      52         $   7,330         $      --        $   7,382
                                                            =========         =========         =========        =========

                                                                       FOR THE YEAR ENDED DECEMBER 31, 2002
                                                                               (DOLLARS IN THOUSANDS)
                                                                                         CONSOLIDATING AND
                                                                            SUBSIDIARY      ELIMINATING          WPC
                                                               WPC          GUARANTORS        ENTRIES        CONSOLIDATED
                                                            --------        ----------   -----------------   ------------
Net cash provided(used) by operating activities             $     (4)        $(16,804)        $     --         $(16,808)
Investing activities:
   Capital expenditures                                           --          (10,971)              --          (10,971)
   Other                                                          --            3,085               --            3,085
                                                            --------         --------         --------         --------

   Net cash used in investing activities                                       (7,886)              --           (7,886)
Financing activities:
   Net borrowings (repayments)                                    --           24,694               --           24,694
   Equity transactions                                            --               --               --               --
   Book overdraft                                                 --              957               --              957
   Receivables from affilliates                                   --               --               --               --
   Other                                                          --               --               --               --
                                                            --------         --------         --------         --------

   Net cash (used in) provided by financing activities            --           25,651               --           25,651
Net change in cash and cash equivalents                           (4)             961               --              957
Cash and cash equivalents at beginning of period                  41            7,545               --            7,586
                                                            --------         --------         --------         --------

Cash and cash equivalents at end of period                  $     37         $  8,506         $     --         $  8,543
                                                            ========         ========         ========         ========

                                       33

                                                                     FOR THE YEAR ENDED DECEMBER 31, 2001
                                                                             (DOLLARS IN THOUSANDS)
                                                                                        CONSOLIDATING AND
                                                                           SUBSIDIARY      ELIMINATING         WPC
                                                               WPC         GUARANTORS        ENTRIES       CONSOLIDATED
                                                            --------        --------         --------        --------
Net cash provided(used) by operating activities             $     41        $(50,882)        $     --        $(50,841)
Investing activities:
   Capital expenditures                                           --          (5,033)              --          (5,033)
   Other                                                          --          21,589               --          21,589
                                                            --------        --------         --------        --------

   Net cash used in investing activities                                      16,556               --          16,556
Financing activities:
   Net borrowings (repayments)                                    --           8,546               --           8,546
   Equity transactions                                            --              --               --              --
   Book overdraft                                                 --           1,189               --           1,189
   Receivables from affiliates                                    --          16,602               --          16,602
   Other                                                          --              --               --              --
                                                            --------        --------         --------        --------

   Net cash (used in) provided by financing activities            --          26,337               --          26,337
Net change in cash and cash equivalents                           41          (7,989)              --          (7,948)
Cash and cash equivalents at beginning of period                  --          15,534               --          15,534
                                                            --------        --------         --------        --------

Cash and cash equivalents at end of period                  $     41        $  7,545         $     --        $  7,586
                                                            ========        ========         ========        ========

NOTE P--REVENUES BY PRODUCT

      Revenues from external customers by product line are as follows:

                                                         REVENUES BY PRODUCT
                                ----------------------------------------------------------------------

                                                        (DOLLARS IN THOUSANDS)
                                 REORGANIZED                        PREDECESSOR COMPANY
                                   COMPANY         ---------------------------------------------------
                                FOR THE FIVE       FOR THE SEVEN
                                MONTHS ENDED        MONTHS ENDED               FOR THE YEAR ENDED
                                DECEMBER 31,          JULY 31,                    DECEMBER 31,
                                ------------       -------------          ----------------------------

                                    2003                2003                2002                2001
                                  --------            --------            --------            --------
PRODUCT:
Hot Rolled                        $ 85,305            $106,545            $179,530            $152,787
Cold Rolled                        143,925             243,841             387,384             295,452
Galvanized                          22,575              26,446              62,712              25,353
Fabricated products                137,137             179,083             306,254             337,693
Coke and coke by products            5,752               9,155              15,408              15,245
Conversion and other*                2,208               5,369              28,705               9,110
                                  --------            --------            --------            --------

                                  $396,902            $570,439            $979,993            $835,640
                                  ========            ========            ========            ========

      * Includes conversion, semi-finished and resale products.

                                       34

NOTE Q--QUARTERLY INFORMATION (UNAUDITED)

      Financial results by quarter for the two fiscal years ended December 31,
2002 and 2003 are as follows:

                                                    GROSS                 INCOME                (LOSS)
                              NET SALES             PROFIT                (LOSS)              PER SHARE
                              ---------            ---------             ---------            ---------
PREDECESSOR COMPANY
2002
  1st Quarter                 $ 206,081            $  (5,577)            $ (41,026)                   *
  2nd Quarter                   241,642               25,185               (10,486)
  3rd Quarter                   277,868               42,178                 7,086
  4th Quarter                   254,402               23,758               (13,141)
2003
  1st Quarter                   238,672               (8,581)              (45,625)                   *
  2nd Quarter                   250,469               10,767               (21,474)
  July                           81,298                4,421               390,530
                              ---------            ---------             ---------             --------

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REORGANIZED COMPANY
  August and September          159,789                  475               (15,237)            $  (1.60)
  4th Quarter                   237,113                  477               (23,693)            $  (2.49)

      Prior to July 31, 2003, earnings per share are not meaningful because the
Company was a wholly-owned subsidiary of WHX.

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