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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K/A

/X/         ANNUAL  REPORT  PURSUANT  TO SECTION  13 OR 15(d) OF THE  SECURITIES
            EXCHANGE ACT OF 1934
            For the fiscal year ended December 31, 2002.
                                       OR
/ /         TRANSITION REPORT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
            ACT OF 1934
            For the transition period from __________ to __________

Commission file number 1-2394

                                 WHX CORPORATION
             (Exact name of registrant as specified in its charter)

                 DELAWARE                                     13-3768097
      (State or other jurisdiction of                     (I.R.S. Employer
      incorporation or organization)                      Identification No.)

           110 East 59th Street                                10022
            New York, New York                               (Zip code)
 (Address of principal executive offices)

Registrant's telephone number, including area code:  212-355-5200
Securities registered pursuant to Section 12(b) of the Act:

                                                        Name of each exchange on
           Title of each class                             which registered
           -------------------                          ------------------------

Common Stock, $.01 par value                             New York Stock Exchange
Series A Convertible Preferred Stock, $.10 par value     New York Stock Exchange
Series B Convertible Preferred Stock, $.10 par value     New York Stock Exchange

            Indicate  by check mark  whether  the  Registrant  (1) has filed all
reports  required to be filed by Section 13 or 15(d) of the Securities  Exchange
Act of 1934 during the preceding 12 months (or for such shorter  period that the
Registrant  was required to file such  reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No / /

            Indicate by check mark if disclosure of delinquent  filers  pursuant
to  Item  405 of  Regulation  S-K is  not  contained  herein,  and  will  not be
contained,  to the  best of  Registrant's  knowledge,  in  definitive  proxy  or
information  statements  incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. |X|

            Indicate by check mark whether the  Registrant (1) is an accelerated
filer (as defined in Rule 12b-2 of the Act). Yes / / No |X|

            The   aggregate   market   value  of  the   voting   stock  held  by
non-affiliates  of  registrant as of June 30, 2002 totaled  approximately  $12.7
million based on the then-closing  stock price as reported by the New York Stock
Exchange. On March 31, 2003, there were approximately 5,405,856 shares of common
stock, par-value $.01 per share.

ITEM 1.     BUSINESS

OVERVIEW

WHX CORPORATION

            WHX  Corporation   ("WHX")  is  a  holding  company  that  has  been
structured  to invest in and/or  acquire  a  diverse  group of  businesses  on a
decentralized   basis.   WHX's  primary  business  is  Handy  &   Harman
("H&H"),  a diversified manufacturing company whose strategic business units
encompass three  segments:  precious metal,  wire &  tubing,  and engineered
materials. WHX also owns Pittsburgh-Canfield Corporation ("PCC"), a manufacturer
of electrogalvanized products used in the construction and appliance industries.
In July 2002, the Company sold its wholly owned subsidiary Unimast  Incorporated
("Unimast"),  a leading  manufacturer  of steel  framing and other  products for
commercial  and  residential  construction.   As  a  result,  Unimast  has  been
classified  as  a  discontinued   operation  for  all  periods  presented.   The
transaction   closed  on  July  31,  2002.  WHX's  other  business  consists  of
Wheeling-Pittsburgh  Corporation  ("WPC") and six of its subsidiaries  including
Wheeling-Pittsburgh   Steel  Corporation   ("WPSC"),  a  vertically   integrated
manufacturer  of  value-added  and flat rolled steel products (see Note 3 to the
Consolidated  Financial  Statements).  WPSC,  together  with  WPC and its  other
subsidiaries  shall be referred to herein as the "WPC Group." WHX, together with
all of its  subsidiaries  shall be referred to herein as the  "Company," and the
Company  and its  subsidiaries  other than the WPC Group  shall be  referred  to
herein as the "WHX Group."

            On  November  16,  2000  ("Petition  Date"),  the  WPC  Group  filed
petitions for relief ("Bankruptcy Filing") under Chapter 11 of the United States
Bankruptcy Code  ("Bankruptcy  Code") in the United States  Bankruptcy Court for
the Northern District of Ohio ("Bankruptcy  Court"). The WPC Group commenced the
Chapter 11 cases in order to restructure  their outstanding debts and to improve
their  access  to the  additional  funding  that  the WPC  Group  needs  for its
continued  operations.  The WPC Group is in  possession  of its  properties  and
assets and continues to manage its  businesses  with its existing  directors and
officers as  debtors-in-possession  subject to the supervision of the Bankruptcy
Court.  WPSC and the other  members of the WPC Group are  authorized  to operate
their  businesses,  but may not  engage in  transactions  outside  of the normal
course of business without approval, after notice and hearing, of the Bankruptcy
Court.  The Bankruptcy Court has granted the WPC Group's motion to approve a new
$290 million  debtor-in-possession  credit  agreement  ("DIP Credit  Agreement")
provided by Citibank,  N.A., as initial issuing bank, Citicorp U.S.A.,  Inc., as
administrative  agent, and certain lenders ("DIP Lenders").  Pursuant to the DIP
Credit Agreement, Citibank, N.A. has made term loan advances to the WPC Group up
to a maximum  aggregate  principal  amount of $35  million.  In addition the DIP
Lenders have  agreed,  subject to certain  conditions,  to provide the WPC Group
with  revolving  loans,  swing loans and letter of credit  accommodations  in an
aggregate  amount of up to $255 million.  The term loans and revolving loans are
secured by first  priority  liens on the WPC  Group's  assets,  subject to valid
liens  existing on  November  16,  2000,  and have been  granted  super-priority
administrative  status,  subject to certain  carve-outs  for fees payable to the
United  States  Trustee  and  professional  fees.  The  terms of the DIP  Credit
Agreement include cross default and other customary provisions.  Effective as of
June 1, 2001,  WHX purchased a  participation  interest  comprising an undivided
interest in the term loan in the amount of $30 million,  plus  interest  accrued
but not paid on such amount of the term loan through June 1, 2001.

            On September 23, 2002,  WPC announced  that the Royal Bank of Canada
("RBC") had filed on its behalf an  application  with the  Emergency  Steel Loan
Guarantee  Board  ("ESLGB")  for a  $250  million  federal  loan  guarantee.  An
affiliate of RBC has agreed to underwrite  the loan if the guarantee is granted.
On February 28, 2003, the ESLGB initially rejected the application. WPC and RBC,
however,  amended and  supplemented  the  application  and it was  conditionally
approved  on March 26,  2003.  The  approval  of the  guaranty is subject to the
satisfaction of various conditions on or before June 30, 2003 including, without
limitation,  resolution  of the  treatment  of the  WHX  Pension  Plan  that  is
acceptable to and approved by the Pension Benefit Guaranty Corporation ("PBGC"),
confirmation of a plan of reorganization for the WPC Group, and the execution of
definitive  agreements  satisfactory  in form and  substance  to the ESLGB.  The
present Plan of  Reorganization  was filed with the Bankruptcy Court on December
20, 2002.

            On March 6,  2003,  the PBGC  issued  its  Notice  of  Determination
("Notice")  and on March 7,  2003,  the PBGC  published  its  Notice and filed a
Summons and Complaint  ("Complaint") in the United States District Court for the
Southern  District of New York seeking the  involuntary  termination  of the WHX
Pension Plan ("WHX  Pension  Plan").  The PBGC stated in its Notice that it took
this action  because of its concern that  "PBGC's  possible  long-run  loss with
respect  to the  WHX  Pension  Plan  may  reasonably  be  expected  to  increase
unreasonably if the WHX Pension Plan is not  terminated." WHX filed an answer to
the PBGC complaint on March 25, 2003,  contesting the PBGC's action to terminate
the WHX Pension Plan. The PBGC has announced in a press release that it contends
that the WHX Pension  Plan has roughly $300 million in assets to cover more that
$443  million in benefit  liabilities  (without  accounting  for plant  shutdown
benefits). Furthermore, the PBGC contends in a press release that plant shutdown
liabilities  of the WHX Pension Plan,  if they were to occur,  would exceed $378
million. WHX disputes the PBGC's calculation of liabilities and shutdown claims.
As described above,  obtaining an acceptable  resolution of the treatment of the
WHX  Pension  Plan  is a  condition  to  the  loan  guaranty.  If an  acceptable
resolution is not obtained on or before June 30, 2003, then a condition to the

                                       2

loan guaranty will not have been satisfied. If the loan guaranty is not granted,
it is  unlikely  that  the  present  Plan  of  Reorganization,  filed  with  the
Bankruptcy  Court on December 20, 2002,  or any amended plan of  reorganization,
will be confirmed and, in such event, there can be no assurance as to the future
of the WPC Group.

            For additional information concerning these developments, see Item 3
- Legal  Proceedings,  and Item 7 -  Management's  Discussion  and  Analysis  of
Financial  Condition  and  Results of  Operations  and Notes 3, 13 and 14 to the
Consolidated Financial Statements.

            As a result of the Bankruptcy Filing the Company has, as of November
16, 2000,  deconsolidated  the balance sheet of its wholly owned subsidiary WPC.
Accordingly,  the accompanying  Consolidated Balance Sheets at December 31, 2002
and  2001  do  not  include  any  of the  assets  or  liabilities  of  WPC.  The
accompanying Consolidated Statement of Operations and the Consolidated Statement
of Cash  Flows  exclude  the  operating  results  of WPC for the  periods  after
November 16, 2000. As more fully  discussed in Item 7 - Management's  Discussion
and Analysis of Financial  Condition and Results of Operations and Note 3 to the
Consolidated  Financial  Statements,  the Company  agreed to provide  additional
funds to WPC (subject to certain  conditions)  amounting to $20.0 million.  As a
result,  the Company has recorded in the year ended  December 31, 2002 Equity in
loss of WPC up to the amount of such  funding  commitment.  In order to simplify
this business section, separations will be made between the WPC business and the
remaining WHX businesses.

                                  THE WHX GROUP

            WHX acquired H&H in April 1998.  H&H's business segments are
the (a) manufacturing  and selling of non-precious  metal wire, cable and tubing
products,   of  stainless  steel,   carbon  steel  and  specialty  alloys;   (b)
manufacturing  and selling of precious  metal  brazing  products  and  precision
electroplated  materials and stamped parts; and (c) manufacturing and selling of
other engineered materials supplied to the roofing,  construction,  natural gas,
electric,  and water industries.  H&H's  products are sold to industrial
users in a wide range of  applications  which include the electric,  electronic,
automotive original equipment, computer equipment, oil, refrigeration,  utility,
telecommunications, medical and energy related industries.

            On June 29, 2001 as part of the  settlement  agreement  with the WPC
Group,  WHX acquired  certain assets of PCC from the WPC Group. PCC manufactures
and sells  electrogalvanized  products  for  application  in the  appliance  and
construction  markets  and  operates  as  part  of the  WHX  Group's  Engineered
Materials segment.

WHX ENTERTAINMENT

            In October 1994,  WHX  Entertainment,  a wholly owned  subsidiary of
WHX,  purchased  a 50%  interest  in the  operations  of  Wheeling-Downs  Racing
Association  ("Wheeling-Downs")  from Sportsystems  Corporation.  Wheeling-Downs
operates a greyhound  racetrack and video lottery  facility located in Wheeling,
West  Virginia.  In December 2001,  WHX  Entertainment  sold its 50% interest in
Wheeling-Downs Racing Association, Inc.

DISCONTINUED OPERATIONS

            In July  2002,  WHX sold its wholly  owned  subsidiary,  Unimast,  a
leading  manufacturer  of steel framing and related  products for commercial and
residential building construction. The consolidated financial statements for all
periods  presented  have been  restated  to present  Unimast  as a  discontinued
operation.

BUSINESS STRATEGY

            WHX's  business   strategy  has  been  to  enhance  the  growth  and
profitability of each of its businesses and to build upon the strengths of those
businesses through product line and other strategic acquisitions.

            H&H  will  continue  to  focus  on  high  margin   products  and
innovative  technology,  while seeking  growth through  strategic  acquisitions.
H&H's   business   strategy   is  to   limit   exposure   to   low   margin,
capital-intensive  businesses and focus on high margin strategic businesses.  As
part of that  strategy,  in 2002 H&H  exited  certain of its precious  metal
activities  which  had been part of its  historical  business  base.  In the mid
1990s,  H&H exited its commodity  automotive OEM and precious metal refining
businesses, and with its strong brand name and customer recognition, expanded in
specialty metals and materials product markets. H&H focuses on its materials
engineering expertise to expand production of higher value-added products.

            H&H has pursued an acquisition strategy designed to: (i) enhance its
offerings  of higher  value-added  products;  (ii)  leverage  its  technological
capabilities;  and (iii)  expand its  customer  base.  In  September  1994,  H&H
acquired Sumco Inc., a precision  electroplating  company,  which  electroplates
electronic    connectors    and    connector    stock   for   the    automotive,

                                       3

telecommunications,  electronic and computer  industries,  and in June 1996, H&H
acquired ele  Corporation,  which  provides a value-added  reel-to-reel  molding
capability appropriate for the semiconductor lead frame and sensors marketplace.
In February 1997, H&H completed the acquisition of Olympic  Manufacturing Group,
Inc.,  the leading  domestic  manufacturer  and  supplier of  fasteners  for the
commercial roofing industry.

            In June 2001, WHX acquired  certain assets of PCC, a manufacturer of
electrogalvanized  products for  application  in the appliance and  construction
markets. PCC operates as part of the Engineered Materials segment.

PRODUCTS AND PRODUCT MIX

            H&H  manufactures  a wide  variety  of  non-precious  metal wire and
tubing products. Small-diameter precision-drawn tubing fabricated from stainless
steel,  nickel  alloy and carbon and alloy  steel is  produced in many sizes and
shapes  to  critical  specifications  for  use in the  semiconductor,  aircraft,
petrochemical,   automotive,   appliance,   refrigeration  and   instrumentation
industries.  Additionally,  tubular  product  is  manufactured  for the  medical
industry  for use as  implants,  surgical  devices and  instrumentation.  Nickel
alloy,  galvanized  carbon steel and stainless steel wire products  redrawn from
rods are produced for such diverse applications as bearings, cable lashing, hose
reinforcement,  nails,  knitted mesh, wire rope, cloth, air bags and antennas in
the  aerospace,   automotive,   chemical,   communications,   marine,   medical,
petrochemical, welding and other industries.

            H&H's precious metals activities include the fabrication of precious
metals and their  alloys into  brazing  alloys and the  utilization  of precious
metals in precision  electroplating.  H&H's profits from precious metal products
are derived from the "value added" of processing  and  fabricating  and not from
the purchase and resale of precious metals.  In accordance with general practice
in the  industry,  prices to customers  are a composite of two factors:  (1) the
value of the  precious  metal  content of the product  and (2) the  "fabrication
value", which includes the cost of base metals, labor,  overhead,  financing and
profit.  Fabricated  precious metal brazing  alloys are used in many  industries
including   automotive,   air   conditioning,   general   industrial  and  other
metal-joining industries.

            H&H produces  precision-stamped,  electroplated and molded materials
and stamped parts (often using gold,  silver,  palladium and various base metals
on  such   materials   and  stamped   parts)  for  use  in  the   semiconductor,
telecommunications,  automotive,  electronics and computer  industries.  It also
participates in the injection-molded medical plastics market.

            H&H, through other subsidiaries,  manufactures fasteners,  fastening
systems,  plastic and steel fittings and connectors,  and  non-ferrous  thermite
welding  powders for the  roofing,  construction,  do-it-yourself,  natural gas,
electric and water distribution industries.

CUSTOMERS

            H&H is diversified across both industrial markets and customers. H&H
sells  to  the   electronics,   telecommunications,   semiconductor,   computer,
aerospace,  home appliance OEM, automotive,  construction,  utility, medical and
general manufacturing  industries.  In 2002, no customer accounted for more than
5% of H&H's  sales.  Through  PCC,  the WHX Group  also  manufactures  and sells
electrogalvanized  products for  application  in the appliance and  construction
markets.

RAW MATERIALS

            The raw  materials  used  by H&H in its  precious  metal  operations
consist principally of silver, gold, copper, zinc, nickel, tin, and the platinum
group metals in various forms.  H&H purchases its precious metals at free market
prices from primary  producers or bullion dealers.  The prices of silver,  gold,
and  palladium  are subject to  fluctuations  and are expected to continue to be
affected by world market  conditions.  Nonetheless,  H&H has not experienced any
problem in obtaining  the  necessary  quantities  of raw  materials  and, in the
normal  course of business,  receives  precious  metals from  suppliers.  To the
extent that supplier or customer metals are used by H&H, the amount of inventory
which H&H must own is reduced.  All  precious  metal raw  materials  are readily
available from several  sources.  It is H&H's  operating  policy to maintain its
precious metal inventory  levels under the last in, first out ("LIFO") method of
accounting.  Precious  metals are purchased at the same prices and quantities as
selling  commitments to customers.  From  time-to-time,  management  reviews the
appropriate inventory levels and may elect to make adjustments.

            The raw materials used by H&H in its  non-precious  metal operations
consist principally of stainless, galvanized, and carbon steel, nickel alloys, a
variety of  high-performance  alloys,  and  various  plastic  compositions.  H&H
purchases all such raw materials at open market prices from domestic and foreign
suppliers.  H&H has not  experienced  any  problem in  obtaining  the  necessary
quantities  of raw  materials.  Prices  and  availability,  particularly  of raw
materials  purchased  from  foreign  suppliers,  are  affected  by world  market
conditions and government policies.

                                       4

BACKLOG

            The WHX Group has no material backlog.

CAPITAL INVESTMENTS

            The Company  believes  that its  operating  business  segments  must
continuously  strive to improve  productivity and product  quality,  and control
manufacturing costs, in order to remain competitive.  Accordingly, the Company's
business segments are committed to making necessary capital investments with the
objective of reducing  overall  manufacturing  costs,  improving  the quality of
products  produced and broadening the array of products offered to the Company's
several  markets.  The WHX Group's capital  expenditures for 2002 for continuing
operations  were  approximately  $9.3  million.   From  1998  to  2002,  capital
expenditures for continuing operations  aggregated  approximately $68.8 million.
This level of capital  expenditure was needed to expand and maintain  productive
capacity,   improve   productivity  and  upgrade  selected  facilities  to  meet
competitive  requirements and maintain  compliance with  environmental  laws and
regulations.  The Company anticipates  funding its capital  expenditures for the
WHX Group in 2003 from cash on hand,  funds  generated by  operations  and funds
available under the revolving  credit  facility at H&H. The Company  anticipates
that capital  expenditures for the WHX Group will approximate  depreciation,  on
average, over the next few years.

ENERGY REQUIREMENTS

            The WHX  Group  requires  significant  amounts  of  electricity  and
natural gas to operate its  facilities  and is subject to price changes in these
commodities.  A  shortage  of  electricity  or  natural  gas,  or  a  government
allocation  of supplies  resulting in a general  reduction  in  supplies,  could
increase costs of production and could cause some curtailment of production.

EMPLOYMENT

            Total  active  employment  of the WHX  Group at  December  31,  2002
aggregated  1,694  employees.  Of these  employees  of the WHX  Group,  508 were
salaried employees, 518 were covered by collective bargaining agreements and 668
were non-union operating employees.

COMPETITION

            H&H is one of the  leading  fabricators  of precious  metal  brazing
products and precision stamping,  electroplating and molding. Although there are
no companies in the precious  metals  field whose  operations  exactly  parallel
those of H&H in every  area,  there are a number of  competitors  in each of the
classes of precious  metals  products.  Many of these  competitors  also conduct
activities in other product lines in which H&H is not involved.  Competition  is
based on  quality,  technology,  service  and  price,  each of which is of equal
importance.

            There are many companies,  domestic and foreign,  which  manufacture
non-precious wire and tubing products,  and other specialty  engineered products
of the type  manufactured  by the WHX Group.  Competition  is based on  quality,
technology,  service,  price and new product  introduction,  each of which is of
equal importance.

                                  THE WPC GROUP

WPC GROUP

            WPC  is  a  vertically  integrated   manufacturer  of  predominately
value-added  flat rolled steel products.  WPC sells a broad array of value-added
products, including cold rolled steel, tin and zinc-coated steels and fabricated
steel  products.  WPC's products are sold to the  construction  industry,  steel
service  centers,  converters,  processors,  and the  container,  automotive and
appliance industries.

BUSINESS STRATEGY

            The WPC Group is engaged in discussions with the official committees
of  creditors  in the Chapter 11 cases,  with the  ultimate  aim of  proposing a
Chapter 11 Plan of Reorganization.

                                       5

PRODUCTS AND PRODUCT MIX

            The  table  below  reflects  the  historical  product  mix of  WPC's
shipments,  expressed  as a  percentage  of tons  shipped  compared  to 2002 and
earlier-year levels:

                                                                Historical Product Mix
                                                                Year Ended December 31

                                                  -------------------------------------------------
Product Category:                                  2002       2001       2000       1999       1998
-----------------                                  ----       ----       ----       ----       ----
Higher Value-Added Products:
   Cold Rolled Products--Trade                     11.6%       9.2%      13.6%      10.6%      11.0%
   Cold Rolled Products--Wheeling-Nisshin          20.0       20.0       13.9       19.4       19.0
   Coated Products                                  9.2        7.7       11.5       16.0       17.5
   Tin Mill Products                               13.0       10.8       10.0        9.8        7.1
   Fabricated Products                             18.4       21.3       19.6       15.4       15.6
                                                --------   --------   --------  ---------  ---------
Higher Value-Added Products as a percentage        72.2%      69.0%      68.6%      71.2%      70.2%
  of total shipments
Hot Rolled Products                                26.4       31.0       30.9       28.8       29.5
Semi-Finished                                       1.4        --         0.5        --         0.3
                                                --------   --------   --------  ---------  ---------
Total                                             100.0%     100.0%     100.0%     100.0%     100.0%
                                                ========   ========   ========  =========  =========
Average Net Sales Per Ton                        $  443     $  412     $  475     $  461     $  511

Set forth below is a description of the WPC Group's major customer categories:

WPC

            Products  produced by WPC are described  below.  These  products are
sold directly to  third-party  customers,  and to  Wheeling-Nisshin  (as defined
below) and OCC (as defined below) pursuant to long-term supply agreements.

            COLD-ROLLED  PRODUCTS.   Cold-rolled  coils  are  manufactured  from
hot-rolled  coils by  employing a variety of  processing  techniques,  including
pickling,  cold reduction,  annealing and temper rolling. Cold rolled processing
is  designed   to  reduce  the   thickness   and  improve  the  shape,   surface
characteristics and formability of the product.

            COATED PRODUCTS.  WPC manufactures a number of  corrosion-resistant,
zinc-coated products including hot-dipped  galvanized sheets for resale to trade
accounts.  The coated products are  manufactured  from a steel substrate of cold
rolled or hot  rolled  pickled  coils by  applying  zinc to the  surface  of the
material to enhance its  corrosion  protection.  WPC's trade sales of galvanized
products are heavily  oriented to  unexposed  applications,  principally  in the
appliance, construction, service center and automotive markets.

            TIN MILL  PRODUCTS.  Tin mill  products  consist of  blackplate  and
tinplate.  Blackplate is a cold-rolled  substrate  (uncoated),  the thickness of
which is less than .0142 inches, and is utilized  extensively in the manufacture
of pails and shelving and sold to OCC for the manufacture of tinplate  products.
Tinplate is produced by the  electro-deposition of tin to a blackplate substrate
and is utilized principally in the manufacture of food,  beverage,  general line
and aerosol containers.  While the majority of WPC's sales of these products are
concentrated  in container  markets,  WPC also markets  products for  automotive
applications,  such  as  oil  filters  and  gaskets.  WPC  produces  all  of its
tin-coated  products  through  OCC.  OCC's $69 million tin coating  mill,  which
commenced  commercial  operations in January 1997, has a nominal annual capacity
of  250,000  net tons.  WPC has the right to  supply up to  230,000  tons of the
substrate  requirements of the joint venture  through the year 2012,  subject to
quality requirements and competitive  pricing. WPC is the exclusive  distributor
of  all  of  the  joint  venture's  product.  However,  Nittetsu  Shoji  America
("Nittetsu"),   a  U.S.  based  tin  plate   importer,   has  agreed  to  market
approximately  70% of the  product  as a  distributor  for  WPC  pursuant  to an
agreement which was approved by the Bankruptcy Court on March 30, 2001. Prior to
the approval of such  agreement,  Nittetsu had been a sales  representative  for
approximately 25% of OCC's product.

            HOT-ROLLED PRODUCTS.  Hot-rolled coils represent the least processed
of  WPC's  finished  goods.  Approximately  72.2% of WPC's  2002  production  of
hot-rolled  coils was further  processed  into  value-added  finished  products.
Hot-rolled  black or  pickled  (acid  cleaned)  coils are sold to a  variety  of
consumers such as converters/processors, steel service centers and the appliance
industries.

                                       6

            FABRICATED  PRODUCTS.  Fabricated products consist of cold-rolled or
coated  products  further  processed  mainly  via roll  forming  and sold in the
construction, highway, and agricultural products industries.

            CONSTRUCTION PRODUCTS.  Construction products consist of roll-formed
sheets,  which are utilized in sectors of the  non-residential  building  market
such as commercial,  institutional and  manufacturing.  They are classified into
three basic categories: roof deck, form deck, and composite floor deck.

            AGRICULTURAL PRODUCTS.  Agricultural products consist of roll-formed
corrugated  sheets which are used as roofing and siding in the  construction  of
barns,  farm  machinery  enclosures,  light  commercial  buildings  and  certain
residential roofing applications.

            HIGHWAY PRODUCTS. Highway products consist of bridge form, which are
roll-formed  corrugated  sheets  utilized  as  concrete  support  forms  in  the
construction of highway bridges.

WHEELING-NISSHIN

            WPC  owns  a  35.7%  equity  interest  in   Wheeling-Nisshin,   Inc.
("Wheeling-Nisshin")  which is a joint venture between WPC and Nisshin  Holding,
Incorporated,  a wholly owned subsidiary of Nisshin Steel Co., Ltd. ("Nisshin").
Wheeling-Nisshin   is  a   state-of-the-art   processing   facility  located  in
Follansbee,  West Virginia which produces  among the  lightest-gauge  galvanized
steel  products  available in the United States.  Wheeling-Nisshin  products are
marketed through trading companies,  and its shipments are not consolidated into
WPC's shipments.

            Wheeling-Nisshin  has capacity to produce  over 700,000  annual tons
and can offer the lightest-gauge  galvanized steel products  manufactured in the
United States for construction,  heating,  ventilation and  air-conditioning and
after-market automotive applications.

            WPC's amended and restated  Supply  Agreement with  Wheeling-Nisshin
expires in 2013. Pursuant to the amended Supply Agreement, WPC provides not less
than 75% of Wheeling-Nisshin's steel substrate requirements,  up to an aggregate
maximum of 9,000 tons per week,  subject to  product  quality  requirements  and
competitive  pricing.  Shipments of cold-rolled steel by WPC to Wheeling-Nisshin
were approximately  445,000 tons, or 20% of WPC's total tons shipped in 2002 and
approximately  412,000  tons,  or 20% in  2001.  Pursuant  to the  terms  of the
agreements  between  WPC and  Nisshin,  for the 180  day  period  following  the
Petition   Date,   Nisshin  had  the  right  to  purchase   WPC's   interest  in
Wheeling-Nisshin for the fair value price to be agreed upon by the parties or as
otherwise  determined by a third party if the parties cannot agree.  Nisshin did
not exercise such right.

OHIO COATINGS COMPANY

            WPC has a 50% equity  interest  in Ohio  Coatings  Company  ("OCC"),
which is a joint  venture  between WPC and Dong Yang Tinplate  America,  Inc., a
leading  South   Korea-based   tin  plate   producer.   Nittetsu  Shoji  America
("Nittetsu"),  a U.S.-based tinplate importer,  holds non-voting preferred stock
in OCC. OCC commenced commercial operations in January 1997. The OCC tin-coating
facility is the only domestic  electro-tin  plating facility  constructed in the
past 30 years.  WPC produces all of its tin coated products through OCC. As part
of the joint venture  agreement,  WPC has the right to supply up to 230,000 tons
of the substrate  requirements of OCC through the year 2012,  subject to quality
requirements and competitive pricing. WPC is the exclusive distributor of all of
OCC's products.  However, Nittetsu has agreed to market approximately 70% of the
product as a distributor  for the WPC Group pursuant to an agreement,  which was
approved by the  Bankruptcy  Court on March 30,  2001.  Prior to the approval of
such agreement,  Nittetsu had been a sales  representative for approximately 25%
of OCC's product.  In 2002,  2001 and 2000, OCC had an operating  income of $6.6
million, $3.7 million and $3.8 million, respectively.

CUSTOMERS

            WPC  markets  an  extensive  mix  of  products  to a wide  range  of
manufacturers,  converters and processors.  The WPC Group's 10 largest customers
(including  Wheeling-Nisshin) accounted for approximately 50.4% of its net sales
in 2002, 43.9% in 2001, and 38.7% in 2000. Wheeling-Nisshin accounted for 15.6%,
14.6%  and  10.9%  of  net   sales  in  2002,   2001  and  2000,   respectively.
Geographically,  the majority of the WPC Group's  customers are located within a
350-mile radius of the Ohio Valley.  However,  the WPC Group 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.

                                       7

            Shipments  historically  have been  concentrated  within seven major
market  segments:  steel service centers,  converters/processors,  construction,
agriculture, container, automotive, and appliances. The overall participation in
the construction and the converters/processors markets substantially exceeds the
industry  average and its reliance on automotive  shipments,  as a percentage of
total shipments are substantially less than the industry average.

                        PERCENT OF TOTAL NET TONS SHIPPED

                                  Year Ended December 31,
                           --------------------------------------
                             2002    2001    2000    1999    1998
                             ----    ----    ----    ----    ----

Steel Service Centers         29%     29%     33%     30%     29%
Converters/Processors (1)     27      27      24      27      32
Construction                  17      22      21      19      19
Agriculture                    6       4       5       5       6
Containers (1)                15      11      11      11       8
Automotive                     1       1       1       1       1
Appliances                     2       2       2       3       2
Exports                       --       1      --       1       1
Other                          3       3       3       3       2
                             ----    ----    ----    ----    ----
Total                        100%    100%    100%    100%    100%
                             ====    ====    ====    ====    ====

(1)         Products shipped to Wheeling-Nisshin  and OCC are included primarily
            in the Converters/Processors and Containers markets, respectively.

            Set forth below is a description  of the WPC Group's major  customer
categories:

            STEEL SERVICE  CENTERS.  The shipments to steel service  centers are
heavily concentrated in the areas of hot rolled and hot dipped galvanized coils.
Due to  increased  in-house  costs to steel  companies  during  the  1980's  for
processing  services  such as slitting,  shearing and  blanking,  steel  service
centers have become a major factor in the distribution of hot rolled products to
ultimate end users. In addition, steel service centers have become a significant
factor in the sale of hot  dipped  galvanized  products  to a  variety  of small
consumers  such as  mechanical  contractors,  who desire not to be burdened with
large steel inventories.

            CONVERTERS/PROCESSORS.    The   growth   of    shipments    to   the
converters/processors  market is  principally  attributable  to the  increase in
shipments of cold-rolled  products to  Wheeling-Nisshin,  which uses cold-rolled
coils as a substrate  to  manufacture  a variety of coated  products,  including
hot-dipped  galvanized and aluminized  coils for the  automotive,  appliance and
construction markets. The converters/processors industry also represents a major
outlet  for  their  hot  rolled  products,  which are  converted  into  finished
commodities such as pipe, tubing and cold rolled strip.

            CONSTRUCTION. The shipments to the construction industry are heavily
influenced by fabricated  product sales.  WPC services the  non-residential  and
agricultural  building and highway industries,  principally through shipments of
hot dipped  galvanized  and painted cold rolled  products.  WPC has been able to
market its products into broad  geographical  areas due to its numerous regional
facilities.

            AGRICULTURE.   The   shipments  to  the   agricultural   market  are
principally  sales of roll-formed,  corrugated  sheets which are used as roofing
and siding in the  construction  of barns,  farm machinery  enclosures and light
commercial buildings.

            CONTAINERS.  The vast majority of shipments to the container  market
are  concentrated  in tin mill products,  which are utilized  extensively in the
manufacture  of food,  aerosol,  beverage and general line cans.  The  container
industry  has  represented  a stable  market.  The balance of  shipments to this
market consists of cold-rolled  products for pails and drums. As a result of the
OCC joint  venture,  the WPC Group phased out its  existing tin mill  production
facilities. WPC and Nittetsu distribute tin products produced by OCC.

            AUTOMOTIVE. Unlike the majority of its competitors, the WPC Group is
not heavily dependent on shipments to the automotive industry.  However, the WPC
Group has established higher value-added niches in this market,  particularly in
the area of hot-dipped  galvanized products for deep drawn automotive  underbody
parts.  In addition,  the WPC Group has been a supplier of tin mill products for
automotive applications, such as oil filters and gaskets.

            APPLIANCES.  The shipments to the appliance  market are concentrated
in hot-dipped  galvanized  and  hot-rolled  coils.  These products are furnished
directly to appliance manufacturers as well as to blanking, drawing and stamping
companies  that supply OEMs.  The WPC Group has  concentrated  on niche  product

                                       8

applications  primarily  used in  washer/dryer,  refrigerator/freezer  and range
appliances.

RAW MATERIALS

            The WPC Group has the right under the  Bankruptcy  Code,  subject to
Bankruptcy Court approval and certain other conditions,  to assume or reject any
pre-petition  executory contracts and unexpired leases. Parties affected by such
rejections may file pre-petition  claims with the Bankruptcy Court in accordance
with  bankruptcy  procedures.  In the  following  discussion,  certain  existing
contracts of the WPC Group are described  without  attempting to predict whether
such contracts ultimately will be assumed or rejected in the Chapter 11 cases.

            The WPC Group has a long-term  contract to purchase a minimum of 75%
of its iron ore needs through 2009. The iron ore price is based upon  prevailing
world market prices.  The WPC Group generally  consumes  approximately 3 million
gross tons of iron ore pellets in its blast furnace annually. The WPC Group will
obtain the balance of its iron ore from spot and medium-term purchase agreements
at prevailing world market prices.

            The WPC Group has a long-term supply agreement with a third party to
provide  the  WPC  Group  with  a   substantial   portion  of  the  WPC  Group's
metallurgical  coal requirements at competitive  prices.  The WPC Group's coking
operations require a substantial amount of metallurgical coal.

            The WPC Group currently  produces coke in excess of its requirements
and typically consumes generally all of the resultant  by-product coke oven gas.
In 2002, the WPC Group consumed approximately 1.6 million tons of coking coal in
the  production of blast  furnace coke.  The WPC Group sells its excess coke and
coke oven by-products to third-party trade customers.

            The WPC Group's  operations  require  material  amounts of other raw
materials,  including limestone, oxygen, natural gas and electricity.  These raw
materials are readily  available  and are purchased on the open market.  The WPC
Group is presently  dependent on external steel scrap for approximately 11.8% of
its steel melt. The cost of these materials has been  susceptible in the past to
price  fluctuations,  but  worldwide  competition  in  the  steel  industry  has
frequently  limited the ability of steel  producers  to raise  finished  product
prices to recover higher material costs. Certain of the WPC Group's raw material
supply  contracts  provide  for  price  adjustments  in the  event of  increased
commodity or energy prices.

BACKLOG

            The WPC Group's Steel Division order backlog was 312,177 net tons at
December 31, 2002, compared to 245,970 net tons at December 31, 2001. All orders
related to the backlog at December  31, 2002 are  expected to be shipped  during
the first half of 2003, subject to delays at the customers'  request.  The order
backlog represents orders received but not yet completed or shipped. In times of
strong  demand,  a higher  order  backlog  may allow  the  Company  to  increase
production runs, thereby enhancing production efficiencies.

CAPITAL INVESTMENTS

            The WPC Group anticipates that it will fund its capital expenditures
in 2003 from cash on hand,  funds  generated by operations  and funds  available
under the DIP Credit Agreement,  to the extent available. It is anticipated that
capital  expenditures  will be minimized during the Chapter 11 proceedings until
liquidity is  sufficient  and  stabilized.  There can be no assurance  that such
funds will be sufficient to fund required capital expenditures.  The WPC Group's
capital   expenditures   (including   capitalized   interest)   for  2002   were
approximately $11.0 million,  including $1.7 million on environmental  projects.
From 1998 to 2002 such expenditures aggregated approximately $219.0 million.

            The WHX  Group  has no  obligation  to fund  any of the WPC  Group's
future capital expenditures, and does not anticipate doing so. In the event that
the WPC Group is unable to fund its environmental capital  expenditures,  claims
may be made against WHX for payment of such costs.

ENERGY REQUIREMENTS

            Many of the major  facilities  at the WPC Group that use natural gas
have been  equipped to use  alternative  fuels.  During 2002,  coal  constituted
approximately 71% of the WPC Group's total energy  consumption,  natural gas 24%
and electricity 5%. The Company  continually  monitors its operations  regarding
potential equipment conversion and fuel substitution to reduce energy costs.

                                       9

EMPLOYMENT

            At December  31,  2002,  the WPC Group had 3,943  employees of which
3,139 were  represented by the United Steel Workers of America  ("USWA"),  73 by
other unions, 698 were salaried employees and the remainder of 33 were non-union
operating employees.

            On October 22, 2001,  the  Bankruptcy  Court entered an order which,
among other things,  approved the terms of the Modified Labor Agreement  ("MLA")
by and among WPC, WPSC and the USWA.  The Company is not a party to the MLA. The
MLA modifies the current WPSC  collective  bargaining  agreement to provide for,
among other  things,  immediate  reductions  in wages and the cost of  providing
medical benefits to active and retired  employees in exchange for improvement in
wages and pension benefits for hourly employees upon a confirmed WPSC Chapter 11
Plan of Reorganization.  The MLA is part of a comprehensive  support arrangement
that also involves concessions from WPSC salaried employees,  WPSC's vendors and
other constituencies in the Chapter 11 proceedings.

            In light of the Chapter 11 cases, the USWA has agreed to temporarily
waive  certain  provisions  of the  collective  bargaining  agreement  regarding
guaranteed employment and to temporarily postpone certain "gainsharing" payments
that otherwise would be due.

COMPETITION

            The  steel  industry  is  cyclical  in  nature  and has been  marked
historically  by  overcapacity,  resulting  in  intense  competition.  WPC faces
increasing  competitive  pressures  from other  domestic  integrated  producers,
mini-mills and processors. Processors compete with WPC in the areas of slitting,
cold  rolling  and  coating.   Mini-mills  are  generally  smaller-volume  steel
producers that use ferrous scrap metals as their basic raw material. Compared to
integrated producers,  mini-mills,  which rely on less  capital-intensive  steel
production methods, have certain advantages.  Since mini-mills typically are not
unionized,  they have more  flexible  work  rules  that have  resulted  in lower
employment  costs  per net ton  shipped.  Since  1989,  significant  flat-rolled
mini-mill  capacity has been  constructed and these  mini-mills now compete with
integrated  producers  in  product  areas  that  traditionally  have  not  faced
significant competition from mini-mills. In addition, there has been significant
additional  flat-rolled  mini-mill  capacity  constructed in recent years. These
mini-mills  and   processors   compete  with  WPC  primarily  in  the  commodity
flat-rolled  steel market.  In the long term, such mini-mills and processors may
also compete  with WPC in  producing  value-added  products.  In  addition,  the
increased  competition in commodity product markets influence certain integrated
producers to increase product offerings to compete with WPC's custom products.

            As the single largest steel consuming  country in the western world,
the United States has long been a favorite  market of steel  producers in Europe
and Japan. In addition,  steel  producers from Korea,  Taiwan,  and Brazil,  and
other large economies such as Russia and China,  have also recognized the United
States as a target market. Steel imports of flat-rolled products as a percentage
of domestic  apparent  consumption,  excluding  semi-finished  steel,  have been
approximately  27% in  1998,  23% in 1999,  23% in 2000,  20% in 2001 and 21% in
2002.  Imports  surged in 1998 due to severe  economic  conditions  in Southeast
Asia,  Latin  America,  Japan and Russia,  among others.  Average import customs
values in December 2002  continued to be depressed with the average import value
of some key finished steel  products below values  reported in the depths of the
1998 crisis. World steel demand, world export prices, U.S. dollar exchange rates
and the  international  competitiveness  of the domestic steel industry have all
been factors in these import levels.

            In March 2002, the United States  Government  announced its decision
to enact tariffs on certain imported steel. These tariffs begin at 30% and range
down to 18% over three years.  Certain of these tariffs will be imposed on steel
imports that compete  directly with WPC. This has had a favorable  impact on WPC
and on the United States steel industry.

            Total annual steel  consumption  in the United States has fluctuated
between  88  million  and 126  million  tons  since  1991.  A  number  of  steel
substitutes,  including plastics,  aluminum,  composites and glass, have reduced
the growth of domestic steel consumption.

                                       10

ITEM 2.     PROPERTIES

WHX GROUP

            H&H has 20 active  operating  plants in the United  States,  Canada,
Denmark and Singapore (50% owned) with a total area of  approximately  1,424,000
square feet, including warehouse, office and laboratory space, but not including
the plant  used by the  Singapore  operation.  H&H also  owns or  leases  sales,
service and  warehouse  facilities  at two other  locations in the United States
(which,  with H&H's general offices,  have a total area of approximately  62,000
square feet) and owns ten  non-operating or discontinued  locations with a total
area of  approximately  794,000  square feet.  H&H considers  its  manufacturing
plants and services  facilities to be well maintained and efficiently  equipped,
and  therefore  suitable for the work being done.  The  productive  capacity and
extent of  utilization  of its  facilities is dependent in some cases on general
business  conditions and in other cases on the seasonality of the utilization of
its  products.  Capacity  can be expanded  readily to meet  additional  demands.
Manufacturing  facilities of H&H are located in: Fort Smith, Arkansas;  Fontana,
California;  Toronto, Canada; Camden, Delaware; Kolding, Denmark; Evansville and
Indianapolis,   Indiana;   Cockeysville,   Maryland;   Agawam   and   Westfield,
Massachusetts;  Middlesex,  New Jersey;  Canastota and Oriskany, New York; Tulsa
and Broken Arrow, Oklahoma;  Norristown,  Pennsylvania;  East Providence,  Rhode
Island;  Cudahy,  Wisconsin;  and Singapore (50% owned). PCC has a manufacturing
facility in Canfield, Ohio.

            All plants are owned in fee except for the  Canastota,  Fort  Smith,
Middlesex, and Westfield plants, which are leased.

WPC GROUP

            The WPC Group has one raw steel  producing  plant and various  other
finishing and fabricating facilities.  The Steubenville complex is an integrated
steel producing  facility located at Steubenville  and Mingo Junction,  Ohio and
Follansbee, West Virginia. The Steubenville complex includes coke oven batteries
that produce all coke  requirements,  two operating  blast  furnaces,  two basic
oxygen  furnaces,  a  two-strand  continuous  slab  caster  with an annual  slab
production capacity of approximately 2.8 million tons, an 80-inch hot strip mill
and  pickling  and coil  finishing  facilities.  A railroad  bridge owned by WPC
connects the Ohio and West Virginia  locations,  which are separated by the Ohio
River.  A pipeline is  maintained  for the  transfer of coke oven gas for use as
fuel from the coke plant to several other portions of the Steubenville  complex.
The Steubenville  complex  primarily  produces  hot-rolled  products,  which are
either sold to third  parties or shipped to other of the WPC Group's  facilities
for further processing into value-added products.

            The  following  table  lists the other  principal  plants of the WPC
Group and the annual capacity of the major products produced at each facility:

Location and Operations                            Capacity Tons/Year     Major Products
-----------------------                            ------------------     --------------

Allenport, Pennsylvania:
    Continuous pickler, tandem mill,
    temper mill and annealing lines.............          950,000         Cold-rolled sheets
Beech Bottom, West Virginia:
    Paint line..................................          308,000         Painted steel in coil form
Martins Ferry, Ohio:
     Temper mill, zinc coating lines............          750,000         Hot-dipped galvanized sheets and coils
Yorkville, Ohio:
     Continuous pickler, tandem mill,
      temper mills and annealing lines..........          660,000         Black plate and cold-rolled sheets

            All of the  above  facilities  currently  owned by the WPC Group are
regularly  maintained  in good  operating  condition.  However,  continuous  and
substantial  capital and maintenance  expenditures  are required to maintain the
operating  facilities,  to  modernize  finishing  facilities  in order to remain
competitive and to meet environmental control requirements.

                                       11

            The WPC Group  has  fabricated  product  facilities  at Fort  Payne,
Alabama;  Houston,  Texas; Lenexa, Kansas;  Louisville,  Kentucky;  Minneapolis,
Minnesota;  Warren,  Ohio; Gary,  Indiana;  Emporia,  Virginia;  Grand Junction,
Colorado; Bradenton, Florida; Fallon, Nevada; and Rankin, Pennsylvania.

            The WPC Group maintains regional sales offices in Atlanta,  Chicago,
Detroit,  Philadelphia,  Pittsburgh and its corporate  headquarters in Wheeling,
West Virginia.

ITEM 3.     LEGAL PROCEEDINGS

THE WHX GROUP

SEC ENFORCEMENT ACTION

            On June 25, 1998,  the Securities  and Exchange  Commission  ("SEC")
instituted an administrative proceeding against the Company alleging that it had
violated  certain SEC rules in  connection  with the tender  offer for  Dynamics
Corporation of America ("DCA") commenced on March 31, 1997 through the Company's
wholly-owned subsidiary, SB Acquisition Corp. ("Offer"). Specifically, the Order
Instituting  Proceedings  ("Order") alleges that, in its initial form, the Offer
violated the "All Holders Rule," Rule 14d-10(a)(1) under the Securities Exchange
Act of 1934, as amended ("Exchange Act"), based on the Company's  inclusion of a
"record holder  condition" in the Offer.  No shareholder had tendered any shares
at the time the  condition  was  removed.  The Order  further  alleges  that the
Company  violated  Rules  14d-4(c)  and  14d-6(d)  under the  Exchange  Act upon
expiration of the Offer, by allegedly  waiving material  conditions to the Offer
without prior notice to shareholders and purchasing the  approximately  10.6% of
DCA's outstanding  shares tendered pursuant to the offer. The SEC does not claim
that the Offer was intended to or in fact defrauded any investor.

            The Order institutes proceedings to determine whether the SEC should
enter an order  requiring the Company (a) to cease and desist from committing or
causing any future  violation of the rules alleged to have been violated and (b)
to pay approximately $1.3 million in disgorgement of profits.  The Company filed
an answer  denying any violations and seeking  dismissal of the  proceeding.  On
October 6, 2000, the initial decision of the  Administrative Law Judge who heard
the case  dismissed all charges  against the Company,  with the finding that the
Company  had not  violated  the law.  The  Division of  Enforcement  has filed a
petition for the SEC to review the decision and a brief,  but only as to the All
Holders Rule Claim. The Commission,  however, has authority to review any issues
on its own accord. WHX has filed its opposition brief.

PBGC ACTION

            On March 6, 2003, the Pension Benefit Guaranty  Corporation ("PBGC")
issued its Notice of  Determination  ("Notice")  and on March 7, 2003,  the PBGC
published its Notice and filed a Summons and Complaint  ("Complaint")  in United
States  District  Court  for the  Southern  District  of New  York  seeking  the
involuntary  termination of the WHX Pension Plan ("WHX Pension Plan").  The PBGC
stated in its  Notice  that it took this  action  because  of its  concern  that
"PBGC's  possible  long-run  loss  with  respect  to the WHX  Pension  Plan  may
reasonably be expected to increase  unreasonably  if the WHX Pension Plan is not
terminated." WHX filed an answer to this complaint on March 25, 2003, contesting
the PBGC's  action.  The PBGC has  announced in a press release that it contends
that the WHX Pension  Plan has roughly $300 million in assets to cover more than
$443 million in benefit liabilities, resulting in a funding shortfall of roughly
$143 million (without accounting for plant shutdown benefits).  Furthermore, the
PBGC  contends in a press  release that plant  shutdown  liabilities  of the WHX
Pension Plan, if they were to occur, would exceed $378 million. WHX disputes the
PBGC's calculation of liabilities and shutdown claims since the actual amount of
these  liabilities may be  substantially  less,  based on alternative  actuarial
assumptions.  Furthermore,  WHX disputes  the PBGC's  assumption  regarding  the
likelihood of large scale shutdowns at WPSC. However,  there can be no assurance
that WHX's  assertions will be accepted or that plant shutdowns would not occur.
If the PBGC's action is successful and the WHX Pension Plan is  terminated,  the
PBGC could file a claim  against the  Company in an amount from $143  million to
$521  million,  which WHX would be unable to fund.  WHX  intends  to  vigorously
defend itself  against such claims,  but there can be no assurance that WHX will
prevail.

            For additional information concerning these developments, see Item 7
-  Management's  Discussion  and Analysis of Financial  Condition and Results of
Operations and Notes 3, 13 and 14 to the Consolidated Financial Statements.

            The WHX Group is a party to  various  litigation  matters  including
general  liability  claims  covered by insurance.  In the opinion of management,
such claims are not expected to have a material  adverse effect on the financial
condition or results of operations of the Company.  However, it is possible that
the  ultimate  resolution  of such  litigation  matters and claims  could have a
material adverse effect on quarterly or annual  operating  results when they are
resolved in future periods.

                                       12

THE WPC GROUP

THE WPC GROUP GENERAL LITIGATION

            The WPC Group is a party to  various  litigation  matters  including
general  liability claims covered by insurance.  Claims that are  "pre-petition"
claims for Chapter 11 purposes will ultimately be handled in accordance with the
terms of a confirmed Plan of  Reorganization in Chapter 11 cases. In the opinion
of  management,  litigation  claims are not expected to have a material  adverse
effect on the WPC Group's results of operations or its ability to reorganize.

BANKRUPTCY FILING

            On November 16, 2000, the WPC Group filed petitions for relief under
Chapter 11 of the Bankruptcy Code in the United States  Bankruptcy Court for the
Northern District of Ohio. The WPC Group commenced the Chapter 11 cases in order
to  restructure  their  outstanding  debts and to  improve  their  access to the
additional  funding that the WPC Group needs for its continued  operations.  The
WPC Group is in possession of its  properties and assets and continues to manage
its businesses with its existing directors and officers as debtors-in-possession
subject to the supervision of the Bankruptcy  Court.  WPSC and the other members
of the WPC Group are authorized to operate their businesses,  but may not engage
in transactions outside of the normal course of business without approval, after
notice and hearing,  of the Bankruptcy Court. In the Bankruptcy  Filing, the WPC
Group may, with Bankruptcy Court approval,  sell assets and settle  liabilities,
including for amounts other than those reflected in WPC's financial  statements.
The  administrative  and  reorganization  expenses resulting from the Bankruptcy
Filing  will  unfavorably  affect  results  of the WPC Group.  Moreover,  future
results may be adversely affected by other claims and factors resulting from the
Bankruptcy Filing. For additional information concerning these developments, see
Item 7 - Management's Discussion and Analysis of Financial Condition and Results
of Operations and Notes 3, 13, and 14 to the Consolidated Financial Statements.

ENVIRONMENTAL MATTERS

            WPC,  as  are  other   industrial   manufacturers,   is  subject  to
increasingly  stringent standards relating to the protection of the environment.
In order to facilitate  compliance with these environmental  standards,  WPC has
incurred capital  expenditures for  environmental  control projects  aggregating
$1.7 million, $0.8 million and $3.4 million for 2002, 2001, 2000,  respectively.
WPC anticipates  spending  approximately $18.2 million in the aggregate on major
environmental  compliance projects through the year 2005,  estimated to be spent
as follows:  $3.7 million in 2003,  $11.6  million in 2004 and $2.9   million in
2005. Due to the possibility of unanticipated factual or regulatory developments
and the Bankruptcy Filing, the amount and timing of future expenditures may vary
substantially from such estimates.

            In addition,  the  treatment  of  environmental  liabilities  in the
pending  Chapter 11 cases may differ  depending on whether such  liabilities are
determined to be "pre-petition" or "post-petition" liabilities of the WPC Group.
It is not  possible  or  appropriate  to predict how  environmental  liabilities
ultimately  may be  classified in the WPC Group's  Chapter 11 cases,  and in the
following  discussion  the WPC Group has not  attempted to  distinguish  between
pre-petition and post-petition liabilities.

            WPC has been identified as a potentially responsible party under the
Comprehensive   Environmental   Response,   Compensation   and   Liability   Act
("Superfund")  or similar state statutes at several waste sites.  WPC is subject
to joint and several liability  imposed by Superfund on potentially  responsible
parties.  Due to the technical and regulatory  complexity of remedial activities
and the difficulties  attendant to identifying  potentially  responsible parties
and allocating or determining  liability among them, WPC is unable to reasonably
estimate the ultimate  cost of compliance  with  Superfund  laws.  WPC believes,
based upon information currently available,  that its liability for clean-up and
remediation  costs in connection with the Buckeye  Reclamation  Landfill will be
between  $1.5  million  and $2 million.  At four other  sites  (MIDC  Glassport,
Breslube  Penn,  Four County  Landfill  and Beazer) WPC  estimates  the costs to
approximate $500,000. WPC is currently funding its share of remediation costs.

            The Clean Air Act  Amendments  of 1990  ("Clean  Air Act")  directly
affect the operations of many of WPC's facilities,  including coke ovens. WPC is
currently  operating in  compliance  with the  provisions  of the Clean Air Act.
However,  under the Clean Air Act,  coke ovens  generally  will be  required  to
comply  with  progressively  more  stringent  standards  that will  result in an
increase  in  environmental  capital  expenditures  and costs for  environmental
compliance.  The forecasted environmental expenditures include amounts that will
be spent on projects relating to compliance with these standards.

            In an  action  brought  in 1985 in the U.S.  District  Court for the
Northern  District of West  Virginia,  the EPA claimed  violations  of the Solid
Waste Disposal Act at a surface impoundment area at the Follansbee facility. WPC
and the EPA entered into a consent decree in October 1989 requiring certain soil
and groundwater testing and monitoring. The surface impoundment has been removed
and a final  closure  plan has been  submitted  to the EPA.  WPC is waiting  for
approval from the EPA to implement the plan.  Until the EPA responds to WPC, the
full extent and cost of remediation cannot be ascertained.

                                       13

            In  June  1995,  the  EPA  informally  requested  corrective  action
affecting other areas of the Follansbee facility.  The EPA sought to require WPC
to perform a site  investigation of the Follansbee plant. WPC actively contested
the EPA's jurisdiction to require a site investigation,  but subsequently agreed
to comply with a final  administrative  order  issued by the EPA in June 1998 to
conduct a Resource Conservation and Recovery Act ("RCRA") Facility Investigation
("RFI") to determine the nature and extent of soil and groundwater contamination
and appropriate clean up methods. WPC anticipates spending up to $0.5 million in
year  2003 for  sampling  at the  site.  It is also  expected  that  remediation
measures will be necessary.  Such measures  could commence as early as 2004 with
the  expenditure  of $1.0  million  or more.  Until  the EPA  responds  to WPC's
investigation  report,  the  full  extent  and  cost of  remediation  cannot  be
ascertained.

            WPC is currently  operating  in  substantial  compliance  with three
consent  decrees (two with the EPA and one with the  Pennsylvania  Department of
Environmental  Resources)  with respect to  wastewater  discharges at Allenport,
Pennsylvania,  Mingo  Junction,  Steubenville,  and Yorkville,  Ohio. All of the
foregoing  consent decrees are nearing  expiration.  A petition to terminate the
Allenport consent decree was filed in 1998.

            In March  1993,  the EPA  notified  WPC of Clean Air Act  violations
alleging  particulate  matter  and  hydrogen  sulfide  emissions  in  excess  of
allowable  concentrations  at WPC's  Follansbee coke plant. In January 1996, the
EPA and the Company  entered  into a consent  decree.  Although WPC has paid the
civil penalties due pursuant to the terms of the consent  decree,  WPC continues
to accrue stipulated  penalties to such consent decree. As of December 2002, WPC
has accrued stipulated penalties of approximately $4.8 million.

            In June 1999, the Ohio Attorney  General filed a lawsuit against WPC
alleging  certain  hazardous  waste  law  violations  at  its  Steubenville  and
Yorkville,  Ohio  facilities  and certain water  pollution law violations at the
Company's  Yorkville,  Ohio facility relating  primarily to the alleged unlawful
discharge of spent  pickle  liquor.  The lawsuit  contains  forty-four  separate
counts and seeks  preliminary  and  permanent  injunctive  relief in addition to
civil penalties. Settlement negotiations with Ohio EPA are on-going and Ohio EPA
has demanded a civil penalty of $200,000.

            As part of WPC's effort to resolve disputed  enforcement issues with
Ohio EPA  ("OEPA")  and the  Ohio  Attorney  General  related  to the June  1999
lawsuit,  WPC agreed to file a plan for closure of a spent pickle liquor storage
transfer  system  at  WPC's   Yorkville,   Ohio  plant.   OEPA  made  unilateral
modifications to the plan that imposed  significant  additional  requirements on
WPC. WPC timely appealed the plan as modified to the Ohio  Environmental  Review
Appeals  Commission  ("ERAC")  on  July  9,  1999,  challenging  the  additional
requirements  imposed by OEPA. Pursuant to ongoing settlement  discussions,  WPC
subsequently agreed to submit a revised closure plan. OEPA again made unilateral
modifications   to  the  revised  plan  that  imposed   significant   additional
requirements  on WPC.  WPC timely  appealed  the revised plan as modified to the
ERAC on May 25, 2000,  challenging  OEPA's  authority  to impose the  additional
requirements.   WPC  withdrew  both  plans  in  December  2000,  and  settlement
negotiations with respect to both appeals are on going.

            In January 1998, the Ohio Attorney  General  notified WPC of a draft
consent  order and  initial  civil  penalties  in the amount of $1  million  for
various air violations at its Steubenville  and Mingo Junction,  Ohio facilities
occurring from 1992 through 1996. In November 1999,  OEPA and WPC entered into a
consent  decree  settling  the  civil  penalties  related  to  this  matter  for
approximately  $250,000.  The consent  decree also  obligates WPC to pay certain
stipulated  penalties for future air  violations.  As of December 31, 2002,  the
total  stipulated  penalty  amount is $85,000.  An additional  $78,000 is due on
demand by OEPA for a supplemental environment project withdrawal by WPC.

            WPC  has  experienced  discharges  of oil  through  NPDES  permitted
outfalls at its Mingo Junction,  Ohio and Allenport,  Pennsylvania  plants.  WPC
spent  approximately  $3.0  million in each of 2001 and 2000,  respectively,  to
investigate  and clean up oil spills at its Mingo Junction,  Ohio facility.  WPC
spent approximately $2 million to install a slip-lined pipe in an existing sewer
at its Mingo  Junction,  Ohio facility.  WPC has not yet received any notices of
violation from the regulatory agencies for such oil spills.

            On  November  8, 2000,  the EPA issued a  Unilateral  Administrative
Order ("UAO"),  under alleged authority of Clean Water Act ss.311, to compel WPC
to abate alleged oil discharges at its Mingo Junction plant,  undertake remedial
actions,  and reimburse certain expenses of the United States.  WPC responded to
the UAO, and the EPA has expressed  interest in resolving these issues through a
consent order. No further  enforcement  actions have been initiated  against WPC
for any alleged oil discharges at its Mingo Junction, Ohio plant.

            The EPA  conducted a multimedia  inspection  of WPC's  Steubenville,
Mingo Junction,  Yorkville, and Martins Ferry, Ohio facilities in March and June
1999. The inspection covered all environmental  regulations  applicable to these
plants.  WPC has  received a Notice of  Violation  from the EPA for  alleged air
violations,  but has not yet received notice of any violations of water or waste
laws.  The air Notice of  Violation  does not  specify  the amount of  penalties

                                       14

sought by EPA but an agreement in principle has been  tentatively  approved.  If
this agreement is finalized, WPC would be required to upgrade certain of its air
emission  control  devices and such upgrades are expected to cost  approximately
$12.8 million.  WPC is continuing to explore  settlement  with the EPA regarding
such air violations.

            On May 12,  2000,  the West  Virginia  Department  of  Environmental
Protection ("WVDEP") issued a Unilateral Order requiring that WPC remove certain
seal tar  deposits  from the bed of the Ohio  River.  WPC  timely  appealed  the
Unilateral  Order to the West Virginia  Environmental  Quality Board on June 13,
2000.  WPC and  WVDEP  subsequently  entered  into a  Consent  Order on or about
September 12, 2000, and the appeal was withdrawn.  Under the consent Order,  WPC
has  agreed  to  undertake  certain  actions  by  particular  dates,   including
monitoring,  development of work plans, and removal of certain coal tar deposits
from the bed of the Ohio River.  WPC spent $1.3 million in 2002 and  anticipates
spending up to $0.5 million in year 2003 to undertake  actions under the Consent
Order.

            WPC is aware of potential  environmental  liabilities resulting from
operations, including leaking underground and aboveground storage tanks, and the
disposal and storage of residuals on its property.  Each of these  situations is
being assessed and remediated in accordance with regulatory requirements.

            WPC's non-current  accrued  environmental  liabilities totaled $18.0
million  and  $19.0  million  at  December  31,  2002  and  December  31,  2001,
respectively.  These  accruals were  initially  determined by WPC,  based on all
available   information.   As  new  information  becomes  available,   including
information  provided by third parties,  and changing laws and  regulation,  the
liabilities  are reviewed and the accruals  adjusted  quarterly.  WPC Management
believes,  based on its best  estimate,  that WPC has  adequately  provided  for
remediation  costs that might be  incurred  or  penalties  that might be imposed
under present environmental laws and regulations.

            Based upon information  currently  available,  including WPC's prior
capital  expenditures,  anticipated  capital  expenditures,  consent  agreements
negotiated with federal and state agencies,  and information available to WPC on
pending  judicial  and  administrative  proceedings,  WPC  does not  expect  its
environmental compliance costs, including the incurrence of additional fines and
penalties,  if any,  relating  to the  operation  of its  facilities,  to have a
material adverse effect on the financial  condition of WPC. However,  as further
information  comes into WPC's  possession,  it will  continue to  reassess  such
evaluations.

            As discussed  above,  various members of the WPC Group have existing
and  contingent  liabilities  relating  to  environmental   matters,   including
environmental capital expenditures, costs of remediation and potential fines and
penalties  relating to possible  violations of national and state  environmental
laws. In the event the WPC Group is unable to fund these liabilities, claims may
be made against the WHX Group for payment of such liabilities.

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

            None.

                                     Part II

Item 5.     MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
            SECURITY HOLDER MATTERS

            A reverse common stock split was approved by a vote of  stockholders
at the  2002  Annual  Meeting  of  Stockholders  held on June  18,  2002,  and a
one-for-three reverse common stock split was effectuated on August 22, 2002. All
references  to common  shares have been  adjusted  to reflect the  one-for-three
reverse common stock split.

            The number of shares of Common  Stock issued and  outstanding  as of
March 31, 2003 was 5,405,856.  There were approximately 11,905 holders of record
of Common  Stock as of March 31,  2003.  There were no purchases of Common Stock
made by the Company in 2002, 2001 and 2000.

                                       15

            The prices set forth in the following  table  represent the high and
low sales prices for the Company's Common Stock on the New York Stock Exchange:

                       2002                     High             Low

                    First Quarter             $ 4.56          $ 1.65
                    Second Quarter              3.69            1.65
                    Third Quarter               3.00            1.56
                    Fourth Quarter              2.80            1.97

                       2001                     High             Low

                    First Quarter             $ 5.13          $ 2.43
                    Second Quarter              5.94            3.03
                    Third Quarter               6.75            3.48
                    Fourth Quarter              5.37            3.90

            Pursuant to the terms of the Supplemental Indenture to the Company's
10 1/2% Senior Notes,  the Company was prohibited  from paying  dividends on its
Common Stock or Preferred  Stock until after  October 1, 2002,  at the earliest,
and thereafter only in the event that the Company satisfies certain  conditions.
Such  conditions were not satisfied as of December 31, 2002. (See Note 12 to the
Consolidated  Financial  Statements).  The  Company is further  prohibited  from
paying  dividends on its Common  Stock  during such time as the full  cumulative
dividends on the Preferred Stock have not been paid.

                                       16

ITEM 6.     SELECTED FINANCIAL DATA

FIVE-YEAR STATISTICAL                                                                WHX CORPORATION
(THOUSANDS OF DOLLARS)
                                                             2002           2001        2000(a)         1999           1998(b)
                                                         -----------    -------------   -----------   ------------   -------------
Profit and Loss  (c):
Net sales                                                $   386,393    $   388,139    $ 1,519,436    $ 1,586,079    $ 1,476,750
Cost of goods sold                                           318,104        318,670      1,397,715      1,432,517      1,318,992
Selling, general and administrative expenses                  73,652         74,304        142,596        137,583        116,465
Restructuring charges                                         19,994           --             --             --             --
                                                         -----------    -----------    -----------    -----------    -----------
Income (loss) from operations                                (25,357)        (4,835)       (20,875)        15,979         41,293
Interest expense on debt                                      27,257         46,969         83,899         86,529         77,867
Equity  in  loss of WPC                                       20,000
Gain on early retirement of debt                              42,491         19,011           --            1,378          3,447
Gain on sale of interest in Wheeling-Downs                      --           88,517           --             --             --
Other income/(expense)                                        (5,988)        11,112        (15,400)        30,637         89,696
                                                         -----------    -----------    -----------    -----------    -----------
Income (loss)  from continuing operations before taxes       (36,111)        66,836       (120,174)       (38,535)        56,569
Tax provision (benefit)                                      (24,115)       (28,869)        68,692        (12,738)        20,860
                                                         -----------    -----------    -----------    -----------    -----------
Income (loss)  from continuing operations                    (11,996)        95,705       (188,866)       (25,797)        35,709

Income from discontinued operations                           22,462          5,416          7,821         10,859          5,961
                                                         -----------    -----------    -----------    -----------    -----------
Income (loss) before cumulative effect of
  accounting change                                           10,466        101,121       (181,045)       (14,938)        41,670
Cumulative effect of an accounting change                    (44,000)          --             --             --             --
                                                         -----------    -----------    -----------    -----------    -----------

Net income (loss)                                        $   (33,534)   $   101,121    $  (181,045)   $   (14,938)   $    41,670
                                                         ===========    ===========    ===========    ===========    ===========
Net income (loss)  applicable to
  common stock                                           $   (52,758)   $    81,792    $  (201,652)   $   (35,546)   $   (21,062)
                                                         ===========    ===========    ===========    ===========    ===========
Basic income (loss)  per share:
Income (loss)  from continuing operations
  applicable to common shareholders                      $     (5.86)   $     15.27    $    (43.93)   $     (8.77)   $      2.49
Income from discontinued operations                             4.22           1.08           1.64           2.05           0.98
Cumulative effect of accounting change                         (8.26)          --             --             --             --
                                                         -----------    -----------    -----------    -----------    -----------
Net income (loss)  per share
   applicable to common shares                           $     (9.90)   $     16.35    $    (42.29)   $     (6.72)   $      3.47
                                                         ===========    ===========    ===========    ===========    ===========
Diluted income (loss)  per share:
Income (loss)  from continuing operations
  applicable to common shareholders                      $     (5.86)   $      9.11    $    (43.93)   $     (8.77)   $      2.49
Income from discontinued operations                             4.22           0.51           1.64           2.05           0.98
Cumulative effect of accounting change                         (8.26)          --             --             --             --
                                                         -----------    -----------    -----------    -----------    -----------
Net income (loss)  per share
   applicable to common shares                           $     (9.90)   $      9.62    $    (42.29)   $     (6.72)   $      3.47
                                                         ===========    ===========    ===========    ===========    ===========
Average number of common shares
  outstanding (in thousands)                                   5,325          5,004          4,768          5,289          6,066
Financial Position:
Cash, cash equivalents and short term
   investments, net of short term
   borrowings                                            $   115,814    $   141,726    $    74,067    $   169,617    $   229,601
Working capital                                              145,445        218,268        185,365        290,442        387,899
Property, plant and equipment-net                            107,590        134,923        136,987        787,992        793,105
Plant additions and improvements                               9,335         11,924        114,971        100,042         43,795
Total assets - continuing operations                         834,388        884,257        805,523      2,580,132      2,656,072
Net assets of discontinued operations                           --           57,182         51,366         41,595         30,421
Long-term debt                                               249,706        432,454        481,783        844,641        888,883
Stockholders' equity                                         213,859        280,904        180,147        377,471        446,512
Number of stockholders of record:
Common                                                        11,107         11,440         11,520         11,666         11,915
Series  A Convertible Preferred                                   29             34             36             32             31
Series  B Convertible Preferred                                   51             61             73             74             69
Employment
Employment costs                                         $   112,048    $   152,321    $   414,842    $   443,333    $   394,701
Average number of employees                                    1,936          2,905          7,270          7,535          7,470

(a) Includes the results of WPC for the period January 1, 2000 through  November
    16, 2000.
(b) Includes the results of Handy & Harman for the period April 13, 1998 through
    December 31, 1998.
(c) Years  1998  through  2001  have  been  restated  to  reflect  Unimast  as a
    discontinued operation.

                                       17

NOTES TO FIVE-YEAR SELECTED FINANCIAL DATA

            During 1998, the Company purchased and retired $48 million aggregate
principal  amount of 10 1/2% Senior Notes in the open market resulting a gain of
$3.4 million.

            In April 1998, the Company acquired H&H. The transaction had a total
value of $651.4  million,  including  the  assumption  of  approximately  $229.6
million in debt.

            During  1999,  the  Company  purchased  and  retired  $20.5  million
aggregate  principal amount of 10 1/2% Senior Notes in the open market resulting
in a gain of $1.4 million.

            On November 16, 2000 the Company's WPC Group filed petitions seeking
reorganization  under  Chapter  11 of Title 11 of the United  States  Bankruptcy
Code,  resulting in a non-cash  charge of $133.8  million to provide a valuation
reserve against previously  recorded net deferred tax assets. As a result of the
Bankruptcy  Filing (see Note 3 to the Consolidated  Financial  Statements),  the
Company has, as of November 16, 2000,  deconsolidated  the balance  sheet of its
wholly  owned  subsidiary  WPC.  As  a  result  of  such  deconsolidation,   the
accompanying  Consolidated  Balance  Sheet at December 31, 2000 does not include
any of the assets or liabilities of WPC and the  accompanying  December 31, 2000
Profit  and Loss data  includes  the  operating  results  of WPC for the  period
January 1, 2000 through  November 16, 2000. As more fully  discussed in Item 7 -
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations  and Note 3 to the  Consolidated  Financial  Statements,  the Company
agreed  to  provide  additional  funds  to the WPC  Group  (subject  to  certain
conditions) amounting to $20.0 million. As a result, the Company has recorded in
the year ended December 31, 2002, Equity in loss of WPC up to the amount of such
funding commitments.

            During 2002,  2001 and 2000,  the Company did not make any purchases
of Common or  Preferred  Stock.  During  1999 and 1998,  the  Company  purchased
1,198,100  and  593,436  shares of Common  Stock,  respectively,  in open market
transactions.

            During  2001,  the  Company  purchased  and  retired  $36.4  million
aggregate principal amount of 10 1/2% Senior Notes in the open market, resulting
in a gain of $19.0 million.

            In December  2001,  the Company sold its interest in  Wheeling-Downs
Racing Association, Inc. for $105 million in cash and recognized a gain of $88.5
million.

            In July 2002,  the  Company  sold the stock of  Unimast,  Inc.,  its
wholly  owned  subsidiary,  for $95.0  million  and  recognized  a gain of $11.9
million, net of tax.

            During  2002,  the  Company  purchased  and retired  $134.6  million
aggregate  principal amount of 10 1/2% Senior Notes in the open market resulting
in a gain of $42.5 million.

            In the  first  quarter  of  2002,  WHX  adopted  the  provisions  of
Statement of Financial  Standards  ("SFAS 142")  "Goodwill and Other  Intangible
Assets." As a result, WHX recorded a $44.0 million non-cash goodwill  impairment
charge.  This charge is shown as a cumulative effect of an accounting change. In
addition,  as required by SFAS 142, as of January 1, 2002, goodwill is no longer
amortized.

            During 2002,  WHX recorded  restructuring  charges of $20.0  million
relating to the closure of certain Handy & Harman operations.

                                       18

ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

Risk Factors and Cautionary Statements

            This Report includes "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"),
and Section 21E of the  Securities  Exchange Act of 1934, as amended  ("Exchange
Act"), including, in particular,  forward-looking  statements under the headings
"Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations" and "Item 8. Financial  Statements and Supplementary Data." These
statements  appear in a number of places in this Report and  include  statements
regarding WHX's intent,  belief or current  expectations with respect to (i) its
financing  plans,  (ii) trends  affecting its financial  condition or results of
operations,  (iii) the impact of  competition  and (iv) the impact and effect of
the  Bankruptcy  Filing  by the WPC  Group.  The words  "expect,"  "anticipate,"
"intend," "plan,"  "believe,"  "seek,"  "estimate," and similar  expressions are
intended to identify such forward-looking statements;  however, this Report also
contains other forward-looking statements in addition to historical information.

            Any forward-looking statements made by WHX are not guarantees of
future performance and there are various important factors that could cause
actual results to differ materially from those indicated in the forward-looking
statements. This means that indicated results may not be realized.

            Factors  that  could  cause the  actual  results of the WHX Group in
future  periods  to differ  materially  include,  but are not  limited  to,  the
following:

                  o The WHX  Group's  businesses  operate in highly  competitive
markets and are subject to significant competition from other businesses;

                  o A decline in the general  economic and  business  conditions
and  industry  trends and the other  factors  detailed  from time to time in the
Company's filings with the Securities and Exchange  Commission could continue to
adversely affect the Company's results of operations;

                  o  WHX's  senior  management  may  be  required  to  expend  a
substantial  amount of time and effort  dealing with issues arising from the WPC
Group's Bankruptcy Filing,  which could have a disruptive impact on management's
ability to focus on the operation of its businesses;

                  o In  connection  with the  Bankruptcy  Filing,  WHX purchased
$30.5  million of the  senior  term loan  portion  of the DIP  Credit  Agreement
provided to the WPC Group.  In addition,  at December 31, 2002, WHX had balances
due from  WPSC  totaling  $7.4  million  in the  form of  secured  advances  and
liquidity support.  As part of the amended Chapter 11 Plan of Reorganization for
the WPC Group,  WHX has agreed  conditionally to forgo repayment of these claims
from  the  reorganized  company.  If the  conditions  are not met,  WHX  Group's
recovery of these amounts is not certain.

                  o Due to the  Bankruptcy  Filing,  the  operations  of the WPC
Group are subject to the  jurisdiction of the Bankruptcy Court and, as a result,
WHX's access to the cash flows of the WPC Group is restricted.  Accordingly, the
WHX Group will have to fund its operations and debt service  obligations without
access to the cash flow of the WPC Group.

                  o  The  WPC  Group  has  a  large  net   operating   tax  loss
carryforward  due to prior losses and continues to incur losses.  WPC is part of
the Company's  consolidated  tax group.  In accordance with federal tax laws and
regulations,   WPC's  tax  attributes   have  been  utilized  by  the  Company's
consolidated group to reduce its consolidated federal tax obligations. Depending
on the final outcome of the WPC Group's  Bankruptcy  Filing, the WPC Group's tax
attributes may no longer be available to the WHX Group;

                  o Various  subsidiaries  of the WPC Group  participate  in the
pension  plan  sponsored  by the Company  ("The WHX Pension  Plan").  While that
pension plan fully complies with ERISA minimum funding  requirements at December
31, 2002,  there can be no assurance as to the Plan's  ongoing  funding  status.
Various  developments could adversely affect the funded status of the plan. Such
developments  include (but are not limited to): (a) a material  reduction in the
value of the pension assets; (b) a change in actuarial  assumptions  relating to
asset  accumulation and liability  discount rates;  (c) events  triggering early
retirement  obligations  such as plant shutdowns  and/or certain types of hourly
workforce  reductions  resulting from the Bankruptcy Filing or otherwise and (d)
the  action  taken by the  Pension  Benefit  Guaranty  Corporation  ("PBGC")  to
terminate  the  WHX  Pension  Plan  (see  below).  WHX  has  also  agreed  to be
contingently  liable for a portion of the OPEB  Obligations  (as defined below),
subject to certain conditions.  Funding obligations,  if they arise, may have an
adverse impact on the WHX Group's liquidity. The WPC Group's ability to maintain
its current  operating  configurations  and levels of permanent  employment  are
dependent  upon its  ability to  maintain  adequate  liquidity.  There can be no
assurances that the WPC Group will be able to maintain adequate resources;

                  o  On  March  6,   2003,   the  PBGC   issued  its  Notice  of
Determination  ("Notice") and on March 7, 2003 the PBGC published its Notice and
filed a Summons and Complaint  ("Complaint") in United States District Court for
the Southern District of New York seeking the involuntary termination of the WHX
Pension Plan ("WHX Pension Plan"). In the event WHX is not

                                       19

able to reach an acceptable  agreement  with the PBGC  regarding the WHX Pension
Plan,  and if the PBGC's action is  successful,  there will be material  adverse
effects upon the Company, including without limitation, the failure to satisfy a
condition  to the  $250  million  Federal  loan  guaranty,  the  uncertainty  of
confirming the Plan of Reorganization filed by the WPC Group, and the imposition
of significant additional liabilities upon WHX which WHX would be unable to pay;

                  o As a result of the  recent  action of the PBGC to  terminate
the WHX Pension Plan,  H&H  informed its lenders on March 11, 2003, that the
PBGC action may have been an occurrence that would preclude  H&H from making
certain  representations to the lenders (as required by the H&H  Facilities)
in  connection  with  future  borrowings.  H&H has elected not to borrow any
additional  funds  against  the H&H  Facilities  until such time as the PBGC
action is  resolved.  If the PBGC action is upheld and the WHX  Pension  Plan is
terminated,  such  termination  would  constitute  an event of default under the
H&H  Facilities.  If  H&H  is  unable to cure the  default  or obtain an
amendment  to the H&H  Facilities,  it could lead to a  cancellation  of the
H&H  Facilities and an acceleration of the  outstanding  borrowings.  If the
lenders were to accelerate the obligations under the H&H Facilities it would
have a material  adverse  effect  upon the  liquidity,  financial  position  and
capital  resources  of H&H.  In  addition  the  acceleration  of the H&H
obligations  would be an event of default under WHX's 10 1/2% Senior Notes. Upon
the  occurrence  of an event of  default,  the  trustee or the holders of 25% in
principal  amount of the then  outstanding  notes could  accelerate  the 10 1/2%
Senior Notes.  Any such  acceleration  would have a material adverse effect upon
the liquidity, financial position and capital resources of WHX.

                  o  Various   members  of  the  WPC  Group  have  existing  and
contingent   liabilities   relating   to   environmental   matters,    including
environmental capital expenditures, costs of remediation and potential fines and
penalties  relating to possible  violations of national and state  environmental
laws. In the event the WPC Group is unable to fund these liabilities, claims may
be made against WHX for payment of such liabilities; and

                  o  WHX  and  H&H  each  have  a   significant   amount  of
outstanding  indebtedness,  and their ability to access  capital  markets in the
future to refinance such indebtedness may be limited.

Bankruptcy Filing of the WPC Group

            On November 16, 2000, the WPC Group filed petitions for relief under
Chapter 11 of the Bankruptcy Code in the United States  Bankruptcy Court for the
Northern  District of Ohio. As a result,  subsequent to the  commencement of the
Bankruptcy  Filing,  the WPC Group sought and obtained  several  orders from the
Bankruptcy Court that were intended to enable the WPC Group to continue business
operations as  debtors-in-possession.  Since the Petition  Date, the WPC Group's
management  has  been  in  the  process  of  stabilizing  their  businesses  and
evaluating their operations,  while continuing to provide uninterrupted services
to their customers.

            On November 17, 2000, the  Bankruptcy  Court granted the WPC Group's
motion to approve a $290 million  Debtor in Possession  Credit  Agreement  ("DIP
Credit Agreement") provided by Citibank, N.A., as initial issuing bank, Citicorp
U.S.A., Inc., as administrative agent, and the DIP Lenders.  Pursuant to the DIP
Credit Agreement,  Citibank, N.A. made term loan advances to the WPC Group up to
a maximum  aggregate  principal  amount of $35  million.  In  addition,  the DIP
Lenders  agreed,  subject to certain  conditions,  to provide the WPC Group with
revolving loans, swing loans and letter of credit accommodations in an aggregate
amount of up to $255 million.  On January 2, 2002,  the WPC Group  requested and
received a reduction in the revolving loans, swing loans and letter of credit to
a maximum  aggregate  amount of up to $175  million.  On November 15, 2002,  the
Bankruptcy  Court approved a motion to amend the DIP Credit  Agreement to reduce
the revolving loans,  swing loans and letter of credit to a maximum aggregate of
$160 million and to make certain  other  related  changes to the  agreement.  In
connection  with the  Bankruptcy  Filing,  WHX had guaranteed $30 million of the
term loan portion of the DIP Credit  Agreement  ("Term Loan") and deposited in a
pledged  asset  account  $33  million  of funds  in  support  of such  guaranty.
Effective as of June 1, 2001, WHX purchased a participation  interest comprising
an  undivided  interest  in the Term  Loan in the  amount of $30  million,  plus
interest  accrued but not paid on such amount of the Term Loan  through  June 1,
2001.  Concurrently with such transaction,  WHX's guaranty of $30 million of the
Term Loan described above was terminated and the $33 million of funds previously
deposited in a pledged  asset  account in support of such guaranty were released
to WHX. WHX paid to Citibank $30.5 million of such  deposited  funds to purchase
WHX's participation interest in the Term Loan.

            WPC  borrowings  outstanding  under  the  DIP  Credit  Facility  for
revolving  loans totaled  $135.5 million and $127.2 million at December 31, 2002
and 2001  respectively.  Term loans under the DIP Credit Facility  totaled $35.2
million and $34.4 million at December 31, 2002 and 2001 respectively. Letters of
credit outstanding under the facility totaled $2.8 million at December 31, 2002.
At December 31, 2002, net  availability  under the DIP Credit Facility was $25.7
million.  The DIP Credit  Facility  currently  expires on the earlier of May 17,
2003 or the completion of a Plan of Reorganization.

                                       20

            At January  1, 2000,  $136.8  million  of the  Company's  net equity
represented its investment in the WPC Group. In addition to this investment, WHX
owns a $32.0 million participation interest in the Term Loan discussed above and
holds other claims against WPC and WPSC totaling approximately $7.4 million. The
recognition  of the WPC  Group's net loss of $176.6  million,  in the year 2000,
eliminated the investment's  carrying value of $136.8 million. In November 2000,
WHX recorded a liability  of $39.8  million  representing  the excess of the WPC
Group's loss over the carrying amount of the investment.

            During the period  November 17, 2000 through  December 31, 2002, the
WPC Group  incurred  cumulative  net losses of $271.4  million.  Pursuant to the
terms to the amended Plan of  Reorganization,  WHX has  conditionally  agreed to
contribute  $20.0 million to the WPC Group (see discussion  below  pertaining to
WHX  Contributions).  As a result of the Company's  probable  obligation to fund
$20.0 million to WPC Group,  the Company has recorded a $20.0 million  charge as
Equity in loss of WPC in the accompanying Statement of Operations.

            A Settlement and Release Agreement  ("Settlement  Agreement") by and
among WPSC,  WPC,  WHX, and certain  affiliates of WPSC,  WPC and WHX,  received
approval of the United States Bankruptcy Court for the Northern District of Ohio
on May 24, 2001, was entered into on May 25, 2001,  and became  effective on May
29, 2001.

            The Settlement  Agreement provided,  in part, for (1) the payment by
WHX to WPC of $32 million;  (2) the  exchange of releases  between the WPC Group
and the WHX Group;  (3) the acquisition by WHX or its designee of certain assets
of Pittsburgh-Canfield Corporation ("PCC"), plus the assumption of certain trade
payables,  subject to certain terms and conditions (WHX recorded $5.4 million as
the fair  value of the net  assets  of  PCC.);  (4) the  termination  of the Tax
Sharing  Agreements  between WHX and WPC; (5) WHX to deliver an agreement to the
WPC Group  whereby it agreed not to charge or allocate any pension  obligations,
expenses  or  charges to the WPC Group with  respect  to the WHX  Pension  Plan,
subject to certain  limitations as provided  therein,  through and including the
earlier of the effective date of a Plan or Plans of Reorganization  and December
31, 2002;  and (6) the final  settlement of all  inter-company  receivables  and
liabilities between the WHX Group and the WPC Group (except for commercial trade
transactions),  including the liability for redeemable stock. Such transactions,
other than the acquisition of certain assets of PCC, all occurred  effective May
29, 2001. The  acquisition of certain assets of PCC closed on June 29, 2001. The
PCC  agreement  included  a  one-year  repurchase  option  for the  seller.  The
repurchase option expired unexercised on June 29, 2002.

            On October 22, 2001, the Bankruptcy Court entered an order ("October
Order"), approving several transactions intended, among other things, to provide
the WPC Group with  additional  liquidity.  As part of the  October  Order,  the
Bankruptcy  Court  approved  a  Memorandum  of  Understanding  by and  among the
Company,  Wheeling-Pittsburgh  Corporation  ("WPC"),  Wheeling-Pittsburgh  Steel
Corporation  ("WPSC")  and  the  United  Steelworkers  of  America,  AFL-CIO-CLC
("USWA"),  pursuant to which the Company  agreed to provide to WPSC (1) up to $5
million of secured  loans and $5 million  of  liquidity  support  (part of which
consisted of financing  terms) during the period from the Order through  January
31, 2002, (2) if certain conditions are met, an additional $2 million of secured
loans (for an aggregate of $7 million) and the  maintenance  of the $5.0 million
of liquidity support referred to above,  during the period from February 1, 2002
through  March  31,  2002,  (the  conditions  were not met and  accordingly  the
additional  $2.0 million in secured loans were not made),  and (3) a $25 million
contribution to a new WPSC defined benefit pension plan contingent  upon,  among
other things,  a confirmed  WPSC Plan of  Reorganization  (item 3 has since been
superceded by the WHX Contributions described below). Through December 31, 2002,
WHX had advanced  $5.0 million of the loans and up to $5.5 million of financing.
At December 31, 2002, the outstanding balance of these secured advances was $5.0
million plus interest of $0.3 million and $2.1 million, respectively.

            The October Order also approved a Supplemental  Agreement  among the
members of the WPC Group and WHX,  under which all of the  extensions  of credit
referred to in the preceding paragraph are granted  super-priority  claim status
in WPSC's Chapter 11 case and are secured by a lien on substantially  all of the
assets of WPSC,  junior to the  liens,  security  interests  and  super-priority
claims of the lenders to WPSC under the DIP Credit  Agreement.  The Supplemental
Agreement also provides, among other things, that the Company may sell, transfer
or dispose of the stock of WPC free from the  automatic  stay imposed  under the
Bankruptcy  Code,  and under  specified  circumstances  requires  WPC to support
certain changes to the WHX Pension Plan.

            Additionally,  the October Order  approved the terms of the Modified
Labor Agreement  ("MLA") by and among WPC, WPSC and the USWA. WHX is not a party
to the MLA. The MLA modifies the current WPSC collective bargaining agreement to
provide for, among other things,  immediate  reductions in wages and the cost of
providing  medical  benefits to active and  retired  employees  in exchange  for
improvement in wages and pension  benefits for hourly employees upon a confirmed
WPSC  Plan  of  Reorganization.  The  MLA is  part  of a  comprehensive  support
arrangement that also involves concessions from WPSC salaried employees,  WPSC's
vendors and other constituencies in the Chapter 11 proceedings.

                                       21

            In January  2002,  WPSC  finalized  a financial  support  plan which
included a $5.0  million  loan from the State of West  Virginia,  a $7.0 million
loan and a $0.2 million grant from the State of Ohio, a $10.0 million advance by
the WHX Group for future steel  purchases  (all of which were  delivered  before
June 30,  2002) and  additional  wage and salary  deferrals  from WPSC union and
salaried employees. At December 31, 2002, the balance outstanding with the State
of West Virginia was $5.0 million, and $7.0 million with the State of Ohio.

            On September 23, 2002,  WPC announced  that the Royal Bank of Canada
("RBC") had filed on its behalf an  application  with the  Emergency  Steel Loan
Guarantee  Board  ("ESLGB")  for a  $250  million  federal  loan  guarantee.  An
affiliate of RBC has agreed to  underwrite  the loan if the guaranty is granted.
On February 28, 2003, the ESLGB initially rejected the application. WPC and RBC,
however,  amended and  supplemented  the  application  and it was  conditionally
approved  on March 26,  2003.  The  approval  of the  guaranty is subject to the
satisfaction of various conditions on or before June 30, 2003 including, without
limitation,  resolution  of the  treatment  of the  WHX  Pension  Plan  that  is
acceptable to and approved by the PBGC, confirmation of a Plan of Reorganization
for the WPC Group,  and the execution of definitive  agreements  satisfactory in
form and substance to the ESLGB.

            The amended RBC application contained a business plan that assumed a
confirmed Chapter 11 plan of  reorganization  ("POR") for the WPC Group. As part
of the POR, the Company has agreed  conditionally to make certain  contributions
(the  "WHX   Contributions")   to  the  reorganized   company.   Under  the  WHX
Contributions,  the Company  would  forgo  repayment  of its claims  against the
debtors of approximately $39 million and, additionally,  would contribute to the
reorganized  company $20 million of cash,  for which the Company would receive a
note in the amount of $10 million.  The WHX Contributions  would be subject to a
number  of  conditions  including,  without  limitation,  that  (1)  the  POR be
satisfactory  to the Company in its sole and  absolute  discretion,  and (2) the
Company's   dispute  with  the  PBGC,   described  below,  be  resolved  to  the
satisfaction of the Company in its sole and absolute discretion.  As a result of
the Company's probable  obligation to fund $20.0 million to WPC, the Company has
recorded  a $20.0  million  charge as Equity in loss of WPC in the  accompanying
Consolidated Statement of Operations.

            On March 6, 2003, the Pension Benefit Guaranty  Corporation ("PBGC")
issued its Notice of  Determination  ("Notice")  and on March 7, 2003,  the PBGC
published its Notice and filed a Summons and Complaint  ("Complaint")  in United
States  District  Court  for the  Southern  District  of New  York  seeking  the
involuntary  termination of the WHX Pension Plan ("WHX Pension Plan").  The PBGC
stated in its  Notice  that it took this  action  because  of its  concern  that
"PBGC's  possible  long-run  loss  with  respect  to the WHX  Pension  Plan  may
reasonably be expected to increase  unreasonably  if the WHX Pension Plan is not
terminated." WHX filed an answer to this complaint on March 25, 2003, contesting
the PBGC's action. The PBGC's action to terminate the WHX Pension Plan was taken
following  the  initial  rejection  on  February  28, 2003 by the ESLGB of RBC's
application for a $250 million federal loan guaranty.  As discussed  above,  the
ESLGB subsequently  conditionally  approved the loan. The PBGC has been notified
of the  subsequent  loan  guaranty  conditional  approval on March 26, 2003.  As
described above,  obtaining an acceptable resolution of the treatment of the WHX
Pension Plan is a condition to the loan guaranty. If an acceptable resolution is
not obtained on or before June 30, 2003,  then a condition to the loan  guaranty
will not have been satisfied. If the loan guaranty is not granted it is unlikely
that the present  Plan of  Reorganization,  filed with the  Bankruptcy  Court on
December  20,  2002,  will be  confirmed.  Furthermore,  it is doubtful  that an
alternative  plan could be confirmed in a reasonable  time frame  (although  WPC
management  has  indicated  that it would  attempt to pursue  such an  alternate
plan).  In either  case  there can be no  assurance  as to the future of the WPC
Group.  In a press  release,  the PBGC  contends  that the WHX Pension  Plan has
roughly  $300  million  in assets to cover  more than $443  million  in  benefit
liabilities  resulting  in a funding  shortfall  of  approximately  $143 million
(without  accounting  for  plant  shutdown  benefits).  Furthermore,  in a press
release,  the PBGC contends  that plant  shutdown  liabilities,  if they were to
occur, could be as much as $378 million.  WHX disputes the PBGC's calculation of
liabilities and shutdown claims since the actual amount of these liabilities may
be substantially  less,  based on alternative  actuarial  assumptions.  However,
there can be no assurance that WHX's assertions will be accepted.  If the PBGC's
action is successful and the WHX Pension Plan is terminated, WHX expects that it
will be subject to a claim by the PBGC of at least $143 million.  WHX intends to
vigorously defend itself against such claims, but there can be no assurance that
WHX will prevail.  If the WHX Pension Plan were  terminated,  WHX believes it is
unlikely  that the present  Plan of  Reorganization,  filed with the  Bankruptcy
Court filed on December 29, 2002, will be confirmed. Furthermore, it is doubtful
that an alternative plan could be confirmed in a reasonable time frame (although
WPC  management  has indicated that it would attempt to pursue such an alternate
plan).  In either  case  there can be no  assurance  as to the future of the WPC
Group.  If a cessation of operations of the WPC Group or  termination of the WHX
Pension Plan were to occur, the  consequential  cash funding  obligations to the
WHX  Pension  Plan  would  have a  material  adverse  impact  on the  liquidity,
financial position and capital resources of the Company.

            Management  of the  Company  cannot  at  this  time  determine  with
certainty the ultimate outcome of the Chapter 11 proceedings or the related PBGC
action; however it is possible that the following outcomes could result, whether
upon the confirmation of the Plan of Reorganization as submitted or as it may be
amended or modified, or otherwise:

            a) The WPC Group could reorganize, and its creditors could receive a
               portion  of their  claims in cash or in stock of WPC or WPSC.  In
               such a  case,  the WHX  Group  would  have  little  or no  future
               ownership  in or  involvement  with the WPC  Group  (except  as a
               creditor) and the WHX Group's  future cash  obligations  to or on
               behalf of the WPC Group  would be minimal to none (other than the
               WHX Contributions, referred to above).

                                       22

            b) The PBGC  could  prevail  in its  actions  to  terminate  the WHX
               Pension  Plan,  which  could  result  in a  partial  or  complete
               liquidation of the WPC Group. If such  liquidation were to occur,
               the Company could be responsible for significant early retirement
               pension  benefits.  In such a case, the PBGC would likely seek to
               enforce  claims for shutdown  liabilities  against the Company in
               addition  to the $143  million  claims  for  accumulated  benefit
               liabilities  referred to above.  The PBGC asserts  that  shutdown
               claims arising from a complete liquidation of the WPC Group would
               result in claims  against the Company as much as $378 million.  A
               shutdown  of only a portion of the WPC Group's  facilities  would
               generate shutdown liabilities in a lower amount. WHX disputes the
               PBGC's assertion with regard to each of their claims. If the PBGC
               were to prevail against the Company,  the PBGC could file a claim
               against  the  Company  in an  amount  from $143  million  to $521
               million, which it would be unable to fund.

            In  connection  with past  collective  bargaining  agreements by and
between  the WPC Group  and the  United  Steelworkers  of  America,  AFL-CIO-CLC
("USWA"), the WPC Group is obligated to provide certain medical insurance,  life
insurance,  disability  and  surviving  spouse  retirement  benefits  to retired
employees and their dependents ("OPEB  Obligations").  WHX is not a signatory to
any of these agreements.  However,  WHX has separately agreed to be contingently
liable for a portion of the OPEB Obligations.  WHX's contingent obligation would
be  triggered  in the event that the WPC Group was to fail to  satisfy  its OPEB
Obligations.  WHX's  contingent  obligation is limited to 25% of the Accumulated
Post-Retirement Benefit Obligation with respect to the WPC Group's employees and
retirees  represented  by the USWA.  WPSC's total OPEB  Obligation at January 1,
2003 is estimated to be $314.1 million. WHX has estimated that approximately 85%
of employees and retirees  entitled to such OPEB  Obligations are represented by
the USWA.

            WHX's  liability for OPEB  Obligations  exists only so long as (1) a
majority  of the  directors  of WPSC or WPC are  affiliated  with  WHX;  (2) WHX
controls the Board of Directors of WPSC or WPC through  appointment  or election
of a majority of such directors;  or (3) WHX,  through other means,  exercises a
level  of  control  normally  associated  with (1) or (2)  above.  If the POR is
confirmed,  WHX believes that its liability  for the OPEB  Obligations  would be
eliminated.

OVERVIEW

            WHX is a  holding  company  that has been  structured  to  invest in
and/or  acquire a diverse group of businesses on a  decentralized  basis.  WHX's
primary business  currently is Handy &  Harman, a diversified  manufacturing
company whose strategic business units encompass three segments:  precious metal
plating and fabrication,  specialty wire and tubing,  and engineered  materials.
WHX   also   owns   Pittsburgh-Canfield    Corporation,    a   manufacturer   of
electrogalvanized products used in the construction and appliance industries. In
July 2002, the Company sold its wholly owned subsidiary, Unimast Incorporated, a
leading  manufacturer  of steel framing and other  products for  commercial  and
residential  construction.  As  a  result,  Unimast  has  been  classified  as a
discontinued operation for all periods presented.  WHX's other business consists
of WPC and its subsidiaries including WPSC, a vertically integrated manufacturer
of value-added and flat rolled steel products which sought bankruptcy protection
in November 2000.

            WHX continues to pursue strategic alternatives to maximize the value
of its portfolio of businesses.  Some of these  alternatives have included,  and
will  continue to include,  selective  acquisitions,  divestitures  and sales of
certain  assets.  WHX has  provided,  and may from  time to time in the  future,
provide  information to interested  parties regarding portions of its businesses
for such purposes.

                                       23

The following table presents  information  about reported segments for the years
ended December 31:

in thousands

                                                                  2002           2001         2000
                                                               -----------    -----------    -----------

Revenue

   Precious Metal                                              $   142,260    $   168,308    $   237,426
   Wire & Tubing                                               132,194        133,621        158,008
   Engineered Materials                                            111,939         86,210         73,412
                                                               -----------    -----------    -----------
           Sub total                                               386,393        388,139        468,846

WPC Group                                                             --             --        1,050,590
                                                               -----------    -----------    -----------

           Consolidated revenue                                $   386,393    $   388,139    $ 1,519,436
                                                               ===========    ===========    ===========

Segment operating income (loss)
   Precious Metal                                              $    (3,536)   $     7,982    $    22,129
   Wire & Tubing                                                (14,071)        3,407         13,862
   Engineered Materials                                              9,624          7,901          7,698
                                                               -----------    -----------    -----------
           Sub total                                                (7,983)        19,290         43,689

WPC Group                                                             --             --          (50,035)
                                                               -----------    -----------    -----------
                                                                    (7,983)        19,290         (6,346)

Unallocated corporate expenses                                      17,374         16,732          6,531
Goodwill amortization                                                 --            7,393          7,998
                                                               -----------    -----------    -----------

    Operating income (loss)                                        (25,357)        (4,835)       (20,875)

Interest expense                                                    27,257         46,969         83,899
Equity in loss of WPC                                               20,000
Gain on early retirement of debt                                    42,491         19,011           --
Gain on sale of Wheeling-Downs                                        --           88,517           --
Other income (expense)                                              (5,988)        11,112        (15,400)
                                                               -----------    -----------    -----------

         Income (loss) before taxes, discontinued operations
           and cumulative effect of an accounting change           (36,111)        66,836       (120,174)

Income tax expense (benefit)                                       (24,115)       (28,869)        68,692
Income from discontinued operations - net of tax                    10,601          5,416          7,821
Gain on sale of Unimast - net of tax of $6,886                      11,861           --             --
                                                               -----------    -----------    -----------

          Income (loss) before cumulative effect of an
            accounting change                                       10,466        101,121       (181,045)

Cumulative effect of an accounting change - net of tax             (44,000)          --             --
                                                               -----------    -----------    -----------

          Net income (loss)                                    $   (33,534)   $   101,121    $  (181,045)
                                                               ===========    ===========    ===========

                                       24

2002 COMPARED TO 2001

            Sales in 2002 were $386.4  million  compared with $388.1  million in
2001.  Sales  decreased by $26.0 million at the Precious  Metal Segment and $1.4
million at the Wire & Tubing  Segment.  Sales  increased by $25.7 million at the
Engineered Materials Segment.

            Selling,  general and administrative expenses decreased $0.7 million
from $74.3 million in 2001 to $73.6 million in 2002.  Excluding the $7.4 million
favorable impact from the non-amortization of goodwill in 2002, selling, general
and  administrative  expenses  increased by $6.7  million.  This  resulted  from
increased pension expense of $3.1 million,  insurance costs, a legal settlement,
and bad debt expenses  partially offset by the impact of non-recurring  expenses
in 2001.

            Operating  loss  at the  segment  level  was  $8.0  million  in 2002
compared to operating income of $19.3 million in 2001. Operating results for the
Precious  Metal and the Wire & Tubing  Segments  declined  by $11.5  million and
$17.5 million,  respectively.  These declines include  restructuring  charges of
$12.0  million in the  Precious  Metal  segment  and $8.0  million in the Wire &
Tubing segment.  Operating income for the Engineered  Materials Segment improved
by $1.7 million in 2002.  Unallocated  corporate  expenses  increased from $16.7
million in 2001 to $17.4  million in 2002.  This  resulted  from an  increase in
unallocated  pension expense of $3.1 million offset by  non-recurring  costs and
expenses incurred in 2001.

            Interest expense in 2002 decreased by $19.7 million to $27.3 million
from $47.0 million in 2001.  Handy & Harman's  interest  expense  decreased from
$16.0 million in 2001 to $9.5 million in 2002,  reflecting  lower borrowings and
lower interest  rates.  The remaining  $13.2 million of this decline in interest
expense is primarily related to the early retirement of $134.6 and $36.4 million
of 10 1/2 % Senior Notes in 2002 and 2001, respectively.

            As part of the amended Chapter 11 Plan of Reorganization for the WPC
Group,  WHX  has  agreed  conditionally  to  provide  additional  funds  to WPSC
amounting to $20.0 million.  As a result of the Company's probable obligation to
fund $20 million to WPC, WHX has recorded a $20 million charge as Equity in loss
of WPC in the  accompanying  Consolidated  Statement of Operations  for the year
ended December 31, 2002.

            Other  income was an expense of $6.0  million  for 2002  compared to
$11.1 million of income for 2001.  The income in 2001 was  primarily  related to
income from WHX Entertainment of $15.0 million and net investment losses of $4.4
million.  The 2002 period loss  included a $4.8 million loss on an interest rate
swap, other expenses of $3.7 million,  losses of $2.6 million on the disposal of
fixed assets, partially offset by investment earnings of $5.1 million.

            In  December  2001,  WHX  Entertainment  sold  its 50%  interest  in
Wheeling Downs Racing Association,  Inc. for $105 million in cash,  resulting in
an $88.5 million  pre-tax gain. In 2002, WHX used a portion of these proceeds in
the first  quarter  of 2002 to  purchase  and  retire  $82.5  million  aggregate
principal amount of Senior Notes in the open market for $50.6 million.

            On July 31,  2002,  the  Company  sold the  stock  of  Unimast,  its
wholly-owned  subsidiary,  to Worthington Industries,  Inc. for $95.0 million in
cash. Under the terms of the agreement,  the buyer assumed  approximately  $25.6
million of Unimast debt. In the third quarter,  the Company recognized a pre-tax
gain on the  sale of  approximately  $18.6  million.  The gain on sale is net of
closing costs,  transaction fees, employee related payments, and other costs and
expenses. Net cash proceeds from the sale, after escrow of $2.5 million, closing
costs, transaction fees, employee related payments, and other costs and expenses
were  approximately  $85.0  million.  The Company has applied these  proceeds in
accordance  with the terms of the  Indenture  for the  Company's 10 1/2 % Senior
Notes.

                                       25

            In 2002 the Company  recognized  a $42.5  million  gain on the early
retirement of $134.6 million principal amount of 10 1/2% Senior Notes.

            In 2002,  continuing  operations  recognized  a tax benefit of $24.1
million on a $36.1 million  pre-tax loss. As a result of the  termination of the
Tax Sharing Agreement with the WPC Group, the Company  recognized the benefit of
the WPC Group's  current year losses and net  operating  loss  carryforwards  to
offset taxable income from WHX's other operations.

            In 2001,  continuing  operations  recognized  a tax benefit of $28.9
million on $66.9 million pre-tax  income.  As a result of the termination of the
Tax Sharing Agreement with the WPC Group, the Company  recognized the benefit of
the WPC Group's  current year losses to offset  taxable  income from WHX's other
operations.  The Company was also able to recognize additional benefits from net
operating losses previously unavailable to the Company.

            Net loss for 2002 amounted to $33.5 million, or $9.90 loss per share
of common stock after  adjusting for preferred stock  dividends,  as compared to
net income of $101.1  million,  or $16.35 per basic share of common  stock after
adjusting for preferred stock dividends.

The comments  that follow  compare  revenues and  operating  income by operating
segment for the years ended 2002 and 2001:

Precious Metal
--------------

            Sales for the Precious  Metals Segment  decreased $26.0 million from
$168.3 million in 2001 to $142.3 million in 2002. Approximately $10.0 million of
this  decrease  was due to a  temporary  shutdown as a result of a fire at Sumco
Inc., which occurred on January 20, 2002. The balance of the decrease was due to
the closing of the  Fairfield,  CT  facility at the end of the third  quarter of
2002 as well as reduced  volume due to the  slowdown in the  economy.  Operating
income  decreased  $11.5  million  from $8.0  million  in 2001 to a loss of $3.5
million in 2002.  Included in the 2001 period was a $3.3 million  precious metal
lower of cost or market  adjustment  which  was  partially  offset by  favorable
precious  metal  gains  of  $1.0  million.  Included  in the  2002  period  is a
restructuring  charge of $12.0 million, as described below, and additional costs
of $1.4 million to maintain the employee base until operations ceased. Excluding
the  2001  precious  metal  reserve  and  precious  metal  gains  and  the  2002
restructuring  charge and related  expense,  operating  income  decreased by $.3
million,  primarily due to reduced revenue resulting from the severe fire damage
at Sumco Inc.,  further  described  below,  partially offset by increased demand
from our silver customers prior to closure of the Fairfield, CT facility.

            In April 2002, Handy & Harman announced its decision to exit certain
of its precious metal  activities.  The affected product lines were manufactured
at Handy &  Harman's  Fairfield,  CT and East  Providence,  RI  facilities.  The
decision to exit these operating  activities resulted in a restructuring  charge
of $12.0  million.  This charge  includes  $6.6 million for employee  separation
expenses  (approximately 251 employees,  of which 213 were terminated by January
1, 2003), $0.6 million of contractual obligations, and $4.8 million for costs to
close the facilities,  including refining charges for inventory  remaining after
operations ceased. As of December 31, 2002 the Company has received $8.5 million
from the sale of certain  equipment.  The sale of the Fairfield,  CT property is
expected to occur in 2003.

            The Company  believes  that it has adequate  insurance  for both the
physical  property damage and business  interruption  resulting from the fire at
Sumco Inc.  Partial  resumption of  operations  occurred soon after the fire and
repairs to the building,  its  infrastructure  and  replacement of machinery and
equipment are to be completed by the end of the first quarter 2003.

Wire & Tubing
-----------------

            Sales for the Wire & Tubing  Segment  decreased  $1.4  million  from
$133.6  million in 2001 to $132.2  million in 2002 due to continued  weakness in
the  semiconductor   fabrication  and  telecommunications   markets.   Partially
offsetting  this  reduction  was increased  sales at the Company's  domestic and
foreign units that serve the appliance  industry,  and increased sales of tubing
products to the medical  industry.  Operating  income decreased by $17.5 million
from $3.4  million in 2001 to a loss of $14.1  million in 2002.  Included in the
2001 period are charges for inventory reserves of approximately $2.5 million for
the Wire Group. The 2002 period includes Wire Group charges for restructuring of
$8.0 million,  as further  described  below,  accelerated  depreciation  of $3.4
million  during the remaining  operating  period which ended  December 31, 2002,
$2.9 million in charges related to the write down of inventories  located at the
Liversedge,  England and Willingboro,  NJ facilities and charges of $4.5 million
for excess and slow moving inventories and allowances for doubtful accounts.

            In  September  2002,  the  Company  decided  to exit  certain of its
stainless steel wire activities. The affected operations are at H&H's facilities
in Liversedge, England and Willingboro, NJ. The decision to exit these operating
activities resulted in charges of $10.9 million, including restructuring charges
of $8.0 million.  The components of the $8.0 million  restructuring  charge are:
$2.8 million in employee  separation expenses  (approximately 121 employees,  of
which 108 were  terminated by January 1, 2003),  $4.8 million for the write-down

                                       26

of production  supplies and  consumables  and facility  closing costs,  and $0.4
million in contractual obligations. The remainder of the charge amounted to $2.9
million  for the  write-down  of  inventory  to disposal  value.  This charge is
included in cost of sales. In addition, the Company will incur incremental costs
related to the restructuring in the range of $1.0 million to $1.5 million, above
the aforementioned  separation  expenses,  in the first half of 2003 to maintain
the employee  base in order to fulfill  customer  orders and  complete  shutdown
activities.  Such  incremental  costs  are not  included  in the  aforementioned
restructuring charge. The Company anticipates cash proceeds in the range of $3.0
million  to $4.0  million  on the sale of  property,  plant  and  equipment.  As
discussed  above,  the  Company  incurred  accelerated  depreciation  expense of
approximately  $3.4 million on  equipment  values  during the fourth  quarter of
2002.  Additional  employee  separation  accruals  including  the  settlement of
certain pension obligations will be made in 2003 in the range of $1.5 million to
$2.0 million.

Engineered Materials
--------------------

            Sales for the Engineered  Materials  segment increased $25.7 million
from  $86.2  million  in 2001 to  $111.9  million  in 2002,  primarily  from the
purchase of PCC on June 29, 2001, which contributed an increase of $20.8 million
in sales for the year.  The remainder of the increase  resulted from an increase
in the customer base for product lines which were introduced in 2001.  Operating
income  increased $1.7 million from $7.9 million in 2001 to $9.6 million in 2002
as a result  of the  inclusion  of PCC's  results  for the  entire  year and the
aforementioned  growth of new product lines,  partially offset by the costs of a
litigation settlement in the fourth quarter of 2002.

2001 COMPARED TO 2000

            The Bankruptcy Filing and the resultant deconsolidation of WPC as of
November  16, 2000 have  affected  comparisons  between  year 2001 and year 2000
results.

            Sales in 2001 were  $388.1  million  compared  with $1.5  billion in
2000,  which  included WPC Group sales of $1.0 billion.  Excluding the WPC Group
sales,  net sales for 2001  declined  $80.7  million.  Sales  decreased by $69.1
million at the  Precious  Metal  Segment and $24.4  million at the Wire & Tubing
Segment. Sales increased by $12.8 million at the Engineered Materials Segment.

            Selling, general and administrative expenses decreased $68.3 million
from $142.6 million in 2000 to $74.3 million in 2001.  After excluding WPC Group
selling, general and administrative expenses of $64.8 million, SG&A expenses for
the WHX Group decreased by $3.5 million.

            Operating  income for 2001 was a loss of $4.8 million compared to an
operating  loss of $20.9  million in 2000.  The WPC Group  reported an operating
loss of $50.0 million in 2000.  Operating income at the remaining three reported
segments  declined  from  $43.7  million  in  2000 to  $19.3  million  in  2001.
Unallocated corporate expenses increased from $6.5 million to $16.7 million. The
increase  is  primarily  due to  legal  and  professional  fees  due to the  WPC
bankruptcy,  and to costs and  expenses no longer  allocated to the WPC Segment,
including pension expense of $4.5 million.

            Interest expense in 2001 decreased by $36.9 million to $47.0 million
from $83.9 million in 2000.  After excluding WPC Group interest of $34.1 million
in the 2000 period, interest expense decreased by $2.8 million. Handy & Harman's
interest expense  decreased from $18.6 million in 2000 to $16.0 million in 2001,
reflecting lower  borrowings and lower interest rates. The remaining  decline in
interest  expense is primarily  related to the early retirement of $36.4 million
of 10 1/2 % Senior Notes, offset by increased amortization of consent fees.

            In  December  2001,  WHX  Entertainment  sold  its 50%  interest  in
Wheeling Downs Racing Association,  Inc. for $105 million in cash,  resulting in
an $88.5 million  pre-tax gain. In the first quarter of 2002, WHX used a portion
of these  proceeds to purchase  and retire  $82.5  million  aggregate  principal
amount of Senior Notes in the open market for $50.6 million.

            Other income was $11.1 million for 2001 compared to $15.4 million of
expense for 2000.  The income in 2001 was  primarily  related to income from WHX
Entertainment  of $15.0 million and net investment  losses of $4.4 million.  The
2000 period loss  included  net  investment  losses of $17.2  million,  minority
interest  expense of $2.2  million,  other  expenses of $6.5  million  including
losses  related to the WPC Group,  and income  from WHX  Entertainment  of $10.7
million.

            In 2001, the Company recognized a gain of $19.0 million on the early
retirement of $36.4 million principal amount of 10 1/2% Senior Notes.

            In 2001,  continuing  operations  recognized  a tax benefit of $28.9
million on $66.8 million of pre-tax  income.  As a result of the  termination of
the Tax Sharing Agreement with the WPC Group, the Company recognized the benefit
of the WPC Group's current year losses to offset taxable income from WHX's other
operations.  The Company was also able to recognize additional benefits from net
operating losses previously unavailable to the Company.

                                       27

            The 2000 tax  provision  included  a  reversal  of $25.3  million of
provisions  for prior year taxes that are no longer  required.  In  addition,  a
non-cash  charge of $133.8  million  was made to  provide  a  valuation  reserve
against  previously  recognized  net  deferral  tax  assets  as a result  of the
November 16, 2000 Bankruptcy Filing.

            Net income for 2001 amounted to $101.1 million, or $16.35 income per
basic share of common stock after  adjusting for preferred stock  dividends,  as
compared  to a net loss of $181.0  million,  or $42.29  loss per basic  share of
common stock after adjusting for preferred dividends.

            The comments that follow  compare  revenues and operating  income by
operating segment for the years ended 2001 and 2000:

Precious Metal
--------------

            Sales for the Precious  Metals  Segment  decreased  $69.1 million to
$168.3 million.  Approximately 20% of the sales decrease was attributable to the
decline in the market price of precious  metals,  29% was due to the dissolution
of a fully  consolidated  joint venture as of December 31, 2000, which had $19.9
million in sales and $7.4 million operating income (at 100%) in fiscal 2000, and
the balance of the  decrease was  primarily  due to the slowdown in the economy.
Operating income  decreased $14.1 million to $8.0 million.  Included in the 2001
period  was a $3.3  million  precious  metals  lower of cost or  market  reserve
established  in the first  quarter and a $0.4  million  LIFO loss on the sale of
precious  metals,  partially  offset by favorable  precious  metal gains of $1.4
million.  The 2000 period  includes a bad debt reserve of $1.0  million,  a LIFO
loss of $2.3  million on the sale of precious  metal,  facility  closure cost of
$0.8 million and $1.0 million of legal costs  associated with the dissolution of
a precious metal plating joint venture.  Excluding these charges, the LIFO loss,
and the favorable precious metal gains, operating income decreased $17.0 million
due to the dissolution of a fully consolidated  joint venture,  as stated above,
and the slowdown in the economy.

Wire & Tubing
------------------

            Sales for the Wire &  Tubing Segment  decreased $24.4 million to
$133.6  million and operating  income  declined by $10.5 million to $3.4 million
due   to   weakness   in   the   automotive,   semiconductor   fabrication   and
telecommunications  markets and startup costs on new  refrigeration  programs of
approximately $3.0 million. Charges for inventory reserves of approximately $2.5
million  were  recorded  in  2001.   The  2000  period   included  a  charge  of
approximately  $2.3 million for legal and  settlement  costs for this  segment's
cable division.

Engineered Materials
--------------------

            On June 29, 2001,  WHX acquired  certain  assets of PCC from the WPC
Group. The results of operations of PCC are included in the Engineered Materials
segment  beginning  July 1, 2001.  Sales for the  Engineered  Materials  segment
increased $12.8 million to $86.2 million.  This increase  includes $11.9 million
in sales for PCC.  Operating  income for this segment  increased $0.2 million to
$7.9  million.  PCC  contributed  $1.6  million  in  operating  income  in 2001.
Excluding PCC, operating income declined by $1.4 million in 2001 due to obsolete
and slow moving  inventory  charges of  approximately  $0.8 million,  additional
expenses  associated  with product and market  expansion  activities,  and lower
selling prices.

LIQUIDITY AND CAPITAL RESOURCES

OVERVIEW

            As more fully discussed  above, the PBGC has announced its intention
to seek to terminate the WHX Pension  Plan. If the PBGC were to prevail  against
the Company,  the PBGC could file a claim in an amount from $143 million to $521
million, which the Company would be unable to fund. An unfavorable resolution of
the PBGC action would have a material  adverse effect on the liquidity,  capital
resources and results of operations  and financial  position of the the Company.
The following  discussion of Liquidity and Capital  Resources of the Company has
been prepared and is presented without giving effect to any resulting effects of
the PBGC action.

            Cash flows provided by (used in) operating,  investing and financing
activities for 2002 totaled $66.5 million,  $82.3 million and ($135.8)  million,
respectively.  As a result  of the  Bankruptcy  Filing,  any  future  cash  flow
generated  or required by the WPC Group will not be  available to or provided by
the WHX Group.  However,  while WHX has no current  intention to provide the WPC
Group with additional funding other than the probable obligation relating to the
contingent WHX Contributions of $20 million previously  discussed,  it may elect
in the  future  to do so if it  determines  that it is in WHX's  best  interest.
Short-term trading  investments and related short-term  borrowings,  reported as
cash flow from  operating  activities,  provided a net $36.5 million of funds in

                                       28

2002 versus using $64.6 million in 2001.  Working  capital  accounts  (excluding
cash,  short-term  investments,  short-term borrowings and current maturities of
long term debt) provided $46.9 million of funds.  Other current assets used $1.6
million.  Accounts receivable provided $2.2 million,  inventories provided $16.4
million,  trade payables provided $26.0 million,  and other current  liabilities
provided $4.0 million. Other non working capital items used $4.7 million.

            On July 31,  2002,  the  Company  sold the  stock  of  Unimast,  its
wholly-owned  subsidiary,  to Worthington Industries,  Inc. for $95.0 million in
cash.  Under  the terms of the  agreement,  the buyer  assumed  certain  debt of
Unimast. In the third quarter, the Company recognized a pre-tax gain on the sale
of  approximately  $18.6  million.  The  gain on sale is net of  closing  costs,
transaction fees, employee related payments,  and other costs and expenses.  Net
cash  proceeds  from the sale,  after  escrow of $2.5  million,  closing  costs,
transaction fees,  employee related payments,  and other costs and expenses were
approximately $85.0 million.  The Company has applied the proceeds from the sale
to reduce other  corporate  debt  pursuant to the terms of the Indenture for the
Company's 10 1/2 % Senior Notes.

            In  December  2001,  WHX  Entertainment  sold  its 50%  interest  in
Wheeling-Downs  Racing Association,  Inc. for $105 million in cash, resulting in
an $88.5 million pre-tax gain.  During the first quarter of 2002, WHX used $50.6
million of these proceeds to purchase $82.5 million  aggregate  principal amount
of  Senior  Notes  in the  open  market.  WHX  received  a  management  fee from
Wheeling-Downs Racing Association, Inc. of $12.9 million and $7.7 million, which
are  included  in cash  provided  by  operating  activities  in 2001  and  2000,
respectively.

            In 2002, the Company  purchased and retired $134.6 million aggregate
principal  amount of the Notes in the open market  resulting  in a gain of $42.5
million,  and a use of cash of $87.6 million.  As a result of the 2002 purchases
and an additional $5.7 million aggregate  principal  purchased through March 31,
2003,  future cash interest  expense will be reduced by $14.7 million  annually.
Other retirement of long-term debt used $48.2 million in 2002.

            In 2001, in connection with the term loan portion of the WPC Group's
debtor-in-possession   financing,   WHX  purchased  a   participation   interest
comprising  an  undivided  interest  in the  term  loan in the  amount  of $30.5
million.  In  addition,  at December  31,  2002,  WHX had balances due from WPSC
totaling $7.4 million in the form of advances and liquidity support.  As part of
the POR the Company has agreed  conditionally  to make certain  contributions to
the  reorganized  company.  Under the WHX  contribution  the Company  will forgo
repayment of the above claims and a will  contribute  $20 million in cash to the
reorganized company.

            A Settlement and Release Agreement  ("Settlement  Agreement") by and
among WPSC,  WPC,  WHX, and certain  affiliates of WPSC,  WPC and WHX,  received
approval of the United States Bankruptcy Court for the Northern District of Ohio
on May 24, 2001, was entered into on May 25, 2001,  and became  effective on May
29, 2001. Pursuant to the terms of the Settlement  Agreement certain outstanding
claims among the parties thereto were resolved,  including  without  limitation,
all  inter-company  receivables  and payables  between the WHX Group and the WPC
Group.

            The Settlement  Agreement provided,  in part, for (1) the payment by
WHX to WPC of $32 million;  (2) the  exchange of releases  between the WPC Group
and the WHX Group;  (3) the acquisition by WHX or its designee of certain assets
of Pittsburgh-Canfield Corporation ("PCC"), plus the assumption of certain trade
payables,  subject to certain terms and conditions (WHX recorded $5.4 million as
the fair  value of the net  assets  of  PCC.);  (4) the  termination  of the Tax
Sharing  Agreements  between WHX and WPC; (5) WHX to deliver an agreement to the
WPC Group  whereby it agreed not to charge or allocate any pension  obligations,
expenses  or  charges to the WPC Group with  respect  to the WHX  Pension  Plan,
subject to certain  limitations as provided  therein,  through and including the
earlier of the effective date of a Plan or Plans of Reorganization  and December
31, 2002;  and (6) the final  settlement of all  inter-company  receivables  and
liabilities between the WHX Group and the WPC Group (except for commercial trade
transactions),  including the liability for redeemable stock. Such transactions,
other than the acquisition of certain assets of PCC, all occurred  effective May
29, 2001. The  acquisition of certain assets of PCC closed on June 29, 2001. The
PCC  agreement  included  a  one-year  repurchase  option  for the  seller.  The
repurchase option expired unexercised on June 29, 2002.

            As a result of the total  cash  payments  of $32  million to the WPC
Group  by  WHX,  all  inter-company  receivables  and  liabilities  (except  for
commercial  trade  transactions)  including the liability for redeemable  common
stock were settled.  In addition,  WHX recorded the fair value of the net assets
of PCC of $5.4 million.

            Acquisition  activity used $3.1 million in 2002.  This was primarily
the acquisition of product lines in the Engineered Materials segment.

            In 2002,  $9.3 million was spent on capital  improvements in the WHX
Group.  It is anticipated  that capital  expenditures  for the WPC Group will be
minimized  during the Chapter 11 proceedings  until  liquidity is sufficient and
stabilized.  These capital expenditures will be obligations of the WPC Group. To
the  extent  the WPC  Group  does not  have  the  funds  required  to make  such
expenditures,  there  may be a  material  adverse  effect  on the  business  and
operations of the WPC Group.  The WHX Group has no obligation to fund any of the

                                       29

WPC Group's future capital expenditures, and does not anticipate on doing so. In
the  event  that the WPC  Group is  unable  to fund  its  environmental  capital
expenditures, claims may be made against WHX for payment of such costs.

            Proceeds  from the sale of fixed assets  amounted to $8.6 million in
2002.  This is  primarily  related  to the sale of  certain  equipment  from the
Fairfield, CT facility.

            The WHX Group has a significant amount of outstanding  indebtedness,
and its ability to access capital markets in the future may be limited. However,
management believes that cash on hand and future operating cash flow will enable
the WHX Group to meet its cash  needs for the next  twelve  months.  The  credit
agreement of H&H has certain  financial  covenants  that limit the amount of
cash distributions that can be paid to WHX.

            The  Company's  Handy  &  Harman  subsidiary  and the WPC  Group
maintain   separate  and  distinct  credit  facilities  with  various  financial
institutions.

WHX GROUP

            On October 4, 2000, WHX  successfully  completed a  solicitation  of
consents  from holders of its 10 1/2 % Senior Notes due 2005  ("Notes") to amend
certain  covenants and other  provisions  of the indenture  dated as of April 7,
1998 ("Indenture")  governing the Notes. The Supplemental  Indenture  reflecting
such amendment  ("Supplemental  Indenture")  provides,  among other things,  for
amendments to certain  covenants  which  restrict the Company's  ability to make
restricted   payments   (as  defined  in  the   Indenture),   incur   additional
indebtedness,  make permitted  investments or utilize proceeds from asset sales.
The  Supplemental  Indenture  also  prohibited  the payment of  dividends on the
Company's preferred stock until October 1, 2002, at the earliest, and thereafter
only in the event that the Company satisfies certain conditions set forth in the
Indenture,  as amended by the Supplemental  Indenture.  Such conditions were not
satisfied as of December 31, 2002. In addition,  the  amendments  also remove as
events of default  under the  Indenture  those  relating to  defaults  under any
mortgage,   indenture  or  instrument  by,  judgments  against  and  bankruptcy,
insolvency and related  filings and other events of, the WPC Group or any of its
direct or indirect  subsidiaries.  Accordingly,  the Bankruptcy Filing is not an
event of default  under the  Notes.  In  connection  with the  solicitation  the
Company made a payment equal to 2% of the principal  amount of the Notes ($20 in
cash for each  $1,000  principal  amount of Notes) to each holder of Notes whose
consent was received and accepted prior to the expiration date. Such payments to
bond holders aggregated approximately $5.5 million.

            On July 30, 1998,  H&H entered into a $300 million Senior Credit
facility  ("H&H  Facilities")  with  Citibank,  N.A., as agent.  The H&H
Facilities are comprised of (i) a $100 million 6-year Revolving Credit Facility,
(ii) a $25 million  Delayed Draw Term Loan Facility (now  expired),  (iii) a $50
million 6-year Term Loan A Facility,  and (iv) a $125 million 8-year Term Loan B
Facility.  Interest  under  the  H&H  Facilities  is  calculated  at a  rate
determined  either  using (i) the  Citibank  prime rate or (ii) LIBOR,  plus the
Applicable  Margin  in  effect  from  time to time.  Applicable  Margin  means a
percentage  per annum  determined  by reference to the total  leverage  ratio of
H&H.  The rates in effect at  December  31,  2002 are (a) in the case of the
Term A Facility and the Revolving  Credit  Facility,  calculated at LIBOR + 1.5%
and  (b) in the  case of the  Term B  facility,  calculated  at  LIBOR +  2.25%.
Borrowings under the H&H Facilities are collateralized by the pledge of 100%
of the capital stock of all H&H's  active U.S.  subsidiaries  and 65% of the
stock of  H&H's  non-U.S.  subsidiaries.  In  addition,  H&H  provided a
perfected first priority lien on and security  interest in substantially all the
assets of H&H and its  subsidiaries.  The H&H  Facilities  have  certain
financial   covenants   restricting   indebtedness,   liens  and  limiting  cash
distributions  that can be made to WHX. Certain financial  covenants  associated
with leverage,  fixed charge coverage,  capital  spending and interest  coverage
must be maintained.  In 2002 and 2001, H&H received capital contributions of
$5.0  million  and $6.3  million,  respectively  from WHX in order to  remain in
compliance with certain of these financial  covenants.  Such funds were utilized
to reduce H&H debt. At December 31, 2002, H&H was in compliance with all
covenants.  Borrowings  outstanding under the H&H Facilities at December 31,
2002 totaled $130.5  million.  Letters of credit  outstanding  under the H&H
Facilities were $24.5 million at December 31, 2002.  Total funds available under
the H&H  Facilities at December 31, 2002 were $23.5 million.  The Bankruptcy
Filing of the WPC Group is not an event of default under the H&H Facilities.

            On March 6, 2003,  the PBGC  issued its Notice and on March 7, 2003,
the PBGC  published  its  Notice  and filed a  Complaint  in the  United  States
District  Court for the Southern  District of New York  seeking the  involuntary
termination  of the WHX Pension  Plan.  On March 11, 2003  H&H  informed its
lenders  that the PBGC action may have been an  occurrence  that would  preclude
H&H from making certain  representations  to the lenders (as required by the
H&H  Facilities) in connection with future  borrowings.  H&H has elected
not to borrow any  additional  funds against the H&H  Facilities  until such
time as the PBGC  action is  resolved.  If the PBGC action is upheld and the WHX
Pension  Plan is  terminated,  such  termination  would  constitute  an event of
default under the H&H  Facilities.  If H&H is unable to cure the default
or  obtain  an  amendment  to  the  H&H  Facilities,  it  could  lead  to  a
cancellation  of the H&H  Facilities and an  acceleration of the outstanding
borrowings. If the lenders were to accelerate the obligations under the H&H

                                       30

Facilities it would have a material adverse effect upon the liquidity, financial
position and capital resources of H&H.

            In  addition,  an  acceleration  of the  obligations  under  the H&H
Facilities would be an event of default under WHX's 10 1/2 % Senior Notes.  Upon
the  occurrence  of an event of  default,  the  trustee or the holders of 25% in
principal  amount of the then  outstanding  notes could  accelerate  the 10 1/2%
Senior Notes.  Any such  acceleration  would have a material adverse effect upon
the liquidity, financial position and capital resources of the Company.

            As  described  above  the H&H  loan  agreement  contains  provisions
restricting cash payments to WHX. The agreement allows the payment of management
fees,  income  taxes  pursuant to tax  sharing  agreements,  and  certain  other
expenses.  In  addition  dividends  may be paid  under  certain  conditions.  At
December  31, 2002 the net assets of H&H  amounted to $206.1  million,  of which
approximately  $1.0 million was not restricted as to the payment of dividends to
WHX.

            As of December 31,  2002,  the WHX Group had  consolidated  cash and
short-term investments, net of related investment borrowings, of $115.8 million,
as compared to $141.8  million at December  31,  2001.  The decrease in cash and
short term investments in 2002 includes the payment of WHX term loan interest in
the amount of $18.4  million and the payment of $87.6  million for the  purchase
and  retirement  of $134.6  million  principal  amount of 10 1/2 % Senior  Notes
offset by $85.0 million in proceeds from the sale of Unimast.  During the period
January 1, 2003 through March 31, 2003, WHX utilized $4.5 million of these funds
to purchase  $5.7 million  aggregate of principal  amount of Senior Notes in the
open market.

            The Company is required  to record  income tax expense at  statutory
rates. However, as a result of the termination of the Tax Sharing Agreement with
the WPC Group, the Company is able to utilize  significant income tax loss carry
forwards to minimize its actual  income tax  payments,  so long as the WPC Group
remains as a member of the WHX consolidated tax return.

            Short-term  liquidity is dependent,  in large part, on cash on hand,
investments,  precious metal values,  and general economic  conditions and their
effect on market demand.  Long-term  liquidity is dependent upon the WHX Group's
ability to sustain profitable operations and control costs during periods of low
demand  or  pricing  in order to  sustain  positive  cash  flow.  The WHX  Group
satisfies its working capital  requirements  through cash on hand,  investments,
borrowing  availability  under the Revolving Credit Facility and funds generated
from operations.  The WHX Group believes that, cash on hand, assuming it is able
to sustain the current  outstanding  borrowings  under the H&H Facilities,  will
provide  the WHX Group for the next  twelve  months  with the funds  required to
satisfy working capital and capital expenditure requirements.  However, factors,
such as the PBGC's  announced  intention to  terminate  the WHX Pension Plan and
economic  conditions,  could  materially  affect  the  WHX  Group's  results  of
operations, financial condition and liquidity.

            As of  December  31,  2002,  the  total  of the  WHX  Groups  future
contractual  commitments,   including  the  repayment  of  debt  obligations  is
summarized as follows:

                                      Payments Due by Period
                     ---------------------------------------------------------------
 Contractual
 Obligations          Total            2003       2004 - 2005      2006       2007
------------------------------------------------------------------------------------
Long-term Debt      $ 249,706       $ 11,250      $   157,730    $ 80,726        -
Operating Leases    $   7,445       $  2,189      $     2,988    $  1,335     $ 933

            At  December  31,  2002  there were 2.6  million  shares of Series A
Convertible  Preferred  Stock and 2.9  million  shares  of Series B  Convertible
Preferred  Stock  outstanding.  Dividends on these shares are cumulative and are
payable quarterly in arrears, in an amount equal to $3.25 per annum per share of
Series A and $3.75 per annum per share of Series B. Pursuant to the terms of the
Supplemental  Indenture to the Company's 10 1/2% Senior  Notes,  the Company was
prohibited from paying dividends on this Preferred Stock until after October 31,
2002,  at the  earliest  and  thereafter  only in the  event  that  the  Company
satisfies  certain  conditions set forth in the Indenture.  Such conditions were
not satisfied at December 31, 2002.  Presently,  management  believes that it is
not  likely  that  the  Company  will  be  able to pay  these  dividends  in the
foreseeable future. The holders of the Preferred Stock are eligible to elect two
directors to the Company's Board of Directors upon the Company's  failure to pay
six quarterly  dividend payments,  whether or not consecutive.  Dividends on the
Preferred  Stock have not been paid since the  dividend  payment of October  31,
2000.  Accordingly,  the holders of the Preferred  Stock have the right to elect
two directors to the Company's  Board of Directors.  To date, the holders of the
Preferred Stock have not elected such directors. At December 31, 2002, preferred
dividends in arrears totaled $43.7 million.

            In  addition  to  the  above  obligations,   certain  customers  and
suppliers of the H&H Precious  Metal  Segment  choose to do business on a "pool"
basis.  That is, to furnish  precious metal to H&H for return in fabricated form
(customer  metal)  or for  purchase  from or return  to the  supplier.  When the
customer's  precious  metal is  returned in  fabricated  form,  the  customer is

                                       31

charged a  fabrication  charge.  The value of  consigned  precious  metal is not
included in the  Company's  balance  sheet.  To the extent that the  quantity of
customer and supplier  precious  metal,  as well as precious  metal owned by the
Company,  does not meet  operating  needs,  the Company can lease precious metal
through its  Consignment  Facility.  At December 31, 2002,  4,675,000  ounces of
silver and 6,200 ounces of gold were leased to the Company under the Consignment
Facility.

WPC GROUP

            The matters  described  under this caption,  to the extent that they
relate to future events or expectations,  may be  significantly  affected by the
Chapter  11  proceedings.  Those  proceedings  will  involve,  or may result in,
various  restrictions on the WPC Group's  activities,  limitations on financing,
the need to obtain Bankruptcy Court approval for various matters and uncertainty
as to relationships with vendors, suppliers,  customers and others with whom the
WPC Group may conduct or seek to conduct business.

            Net cash flow provided by the WPC Group's  operating,  investing and
financing  activities  for the twelve  months  ended  December 31, 2002 was $1.0
million.  Working capital accounts  (excluding cash,  short-term  borrowings and
current  maturities  of long term debt) used  $10.5  million of funds.  Accounts
receivable  increased by $24.1 million.  Inventories,  valued principally by the
LIFO method for financial reporting purposes, totaled $184.1 million at December
31, 2002, an increase of $11.0 million from  December 31, 2001.  Trade  payables
increased by $10.7 million.

            In 2002, $11.0 million was spent on capital  improvements  including
$1.7 million on  environmental  control  projects.  Continuous  and  substantial
capital and  maintenance  expenditures  may be  required  to maintain  operating
facilities,  modernize finishing  facilities to remain competitive and to comply
with  environmental  control  requirements.   It  is  anticipated  that  capital
expenditures will be minimized during the Chapter 11 proceedings until liquidity
is sufficient and stabilized.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

            The Company's discussion and analysis of its financial condition and
results of  operations  are based upon its  Consolidated  Financial  Statements,
which have been  prepared  in  accordance  with  generally  accepted  accounting
principles  in the United  States of  America.  Preparation  of these  financial
statements requires the Company to make estimates and judgements that affect the
reported  amounts of assets,  liabilities,  revenues and  expenses,  and related
disclosure of  contingent  assets and  liabilities.  On an on-going  basis,  the
Company  evaluates  its  estimates,   including  those  related  to  bad  debts,
inventories,  intangibles,  income  taxes,  pensions  and other  post-retirement
benefits,  and contingencies  and litigation.  Estimates are based on historical
experience  and various  other  assumptions  that are believed to be  reasonable
under  the  circumstances,  the  results  of which  form the  basis  for  making
judgements  about the  carrying  values of assets and  liabilities  that are not
readily  apparent  from other  sources.  Actual  results  may differ  from these
estimates under different assumptions or conditions.

            Financial  Reporting  Release No. 60, which was recently released by
the  Securities  and Exchange  Commission,  requires all  companies to include a
discussion of critical accounting policies or methods used in the preparation of
financial statements. Note 1 to the Consolidated Financial Statements,  included
elsewhere in this Form 10-K,  includes a summary of the  significant  accounting
policies  and  methods  used  in  the  preparation  of the  Company's  financial
statements.  The  following  is a  brief  discussion  of  the  more  significant
accounting policies and methods used by the Company.

Principles of Consolidation

            The Consolidated  Financial  Statements  include the accounts of all
subsidiary  companies  except  for   Wheeling-Pittsburgh   Corporation  and  its
subsidiaries. On November 16, 2000,  Wheeling-Pittsburgh  Corporation ("WPC"), a
wholly owned subsidiary of WHX Corporation  ("WHX"), and six of its subsidiaries
("WPC Group") filed petitions seeking  reorganization  under Chapter 11 of Title
11 of the  United  States  Bankruptcy  Code.  (See  Note  3 to the  Consolidated
Financial Statements).  As a result of the Bankruptcy Filing the Company has, as
of November  16,  2000,  deconsolidated  the balance  sheet of its wholly  owned
subsidiary WPC.  Accordingly,  the  Consolidated  Balance Sheets at December 31,
2002 and 2001 do not  include  any of the  assets  or  liabilities  of WPC.  The
Consolidated  Statement of  Operations  and the  Consolidated  Statement of Cash
Flows  exclude the operating  results of WPC for the periods after  November 16,
2000.  As  discussed  in this  Item 7 and Note 3 to the  Consolidated  Financial
Statements,  the Company agreed to provide  additional  funds to WPC (subject to
certain  conditions)  amounting to $20.0  million.  As a result of the Company's
probable  obligation,  the Company has  recorded in the year ended  December 31,
2002 a  charge  as  Equity  in loss  of WPC up to the  amount  of  such  funding
commitment.

                                       32

Inventories

            Inventories  are  stated  at the  lower of cost or  market.  Cost is
determined  by  the  last-in  first-out   ("LIFO")  method  for  precious  metal
inventories.  The revaluation of H&H's precious metals  inventory at the time of
acquisition created the potential for a lower of cost or market non-cash charge,
which would  occur if market  values  fall below LIFO cost.  Non-precious  metal
inventory  is  evaluated  for  estimated  excess  and  obsolescence  based  upon
assumptions  about  future  demand  and  market  conditions,   and  is  adjusted
accordingly. If actual market conditions are less favorable than those projected
by the Company, additional write-downs may be required.

Goodwill

            In July  2001,  the  Financial  Accounting  Standards  Board  issued
Statement of Financial Accounting Standards No. 142 ("SFAS 142"),  "Goodwill and
other  Intangible  Assets."  The  Company  adopted  the  provisions  of SFAS 142
effective  January 1, 2002. As a result of the adoption of SFAS 142, the Company
recorded a $44.0 million non-cash goodwill  impairment charge related to the H&H
Wire  Group in the first  quarter  of 2002.  This  charge  was  classified  as a
cumulative effect of an accounting change.

            The evaluation of the  recoverability of the unamortized  balance of
goodwill is based on a comparison of the respective  reporting  units fair value
to its carrying value, including allocated goodwill. Fair values were determined
by discounting  estimated future cash flows. The recoverability of goodwill will
be impacted if estimated future operating cash flows are not achieved. Purchased
patents are stated at cost,  which is amortized  over the  respective  remaining
lives of the patents.

NEW ACCOUNTING STANDARDS

            In  July  2001,  the  FASB  issued  SFAS  141  and  142,   "Business
Combinations"  ("SFAS 141") and "Goodwill and Other  Intangible  Assets"  ("SFAS
142"), respectively. SFAS 141 supercedes Accounting Principles Board Opinion No.
16 ("APB 16"),  "Business  Combinations."  The most significant  changes made by
SFAS 141 are: (1) requiring  that the purchase  method of accounting be used for
all  business  combinations  initiated  after June 30,  2001,  (2)  establishing
specific  criteria for the  recognition  of intangible  assets  separately  from
goodwill,  and (3)  requiring  unallocated  negative  goodwill to be written off
immediately as an extraordinary gain, instead of being amortized.

            SFAS 142 supercedes APB 17, "Intangible Assets".  SFAS 142 primarily
addresses the accounting for goodwill and intangible  assets subsequent to their
acquisition (i.e.,  post-acquisition accounting). The provisions of SFAS 142 are
effective for fiscal years beginning after December 15, 2001 and must be adopted
at the beginning of a fiscal year. The most significant changes made by SFAS 142
are 1)  goodwill  and  indefinite  lived  intangible  assets  will no  longer be
amortized,  (2) goodwill will be tested for  impairment at least annually at the
reporting unit level,  (3) intangible  assets deemed to have an indefinite  life
will be tested for impairment at least annually, and (4) the amortization period
of  intangible  assets with finite lives will no longer be limited to forty (40)
years.

            The Company has adopted the  provisions  of SFAS 142 and has changed
its  accounting  accordingly  effective  January  1,  2002.  As a result  of the
adoption  of SFAS 142,  the  Company  did not record  amortization  expense  for
existing goodwill during the year ending December 31, 2002. The Company recorded
amortization  expense of $7.4 million and $8.0 million on this  goodwill for the
years ended  December 31, 2001 and 2000,  respectively.  Any  intangible  assets
acquired or goodwill arising from  transactions  after June 30, 2001 are subject
to the  amortization and  non-amortization  provisions of SFAS 141 and SFAS 142.
The Company recorded a $44.0 million non-cash goodwill impairment charge related
to the H&H Wire Group in the first  quarter of 2002.  This  charge is shown as a
cumulative  effect of an  accounting  change.  The Company  recorded this charge
because the fair value of this  reporting  unit as determined by estimated  cash
flow projections,  was less than the reporting units carrying value. The Company
is still committed to this business and expects  improved  performance from this
Group in future  periods as a result of  management  changes,  cost  reductions,
restructuring, and improving economic conditions.

            In August 2001, the FASB issued  Statement No. 143,  "Accounting for
Asset Retirement  Obligation"  ("SFAS 143").  SFAS 143 requires that obligations
associated with the retirement of a tangible  long-lived  asset be recorded as a
liability when those obligations are incurred,  with the amount of the liability
initially measured at fair value. Upon initially  recognizing a liability for an
asset-retirement  obligation  ("ARO"),  an entity  must  capitalize  the cost by
recognizing an increase in the carrying amount of the related  long-lived asset.
Over time,  the liability is accreted to its present value each period,  and the
capitalized cost is depreciated over the useful life of the related asset.  Upon
settlement of the  liability,  an entity either  settles the  obligation for its

                                       33

recorded  amount  or  incurs a gain or loss  upon  settlement.  SFAS 143 will be
effective for the financial  statement for fiscal years beginning after June 15,
2002.  WHX would be required to adopt the provisions of SFAS 143 in fiscal 2003;
however,  SFAS 143 is not expected to have a significant effect on the Company's
financial statements.

            In October 2001, the FASB issued Statement No. 144,  "Accounting for
the Impairment or Disposal of Long-Lived  Assets".  SFAS 144 addresses financial
accounting  and reporting for the  impairment or disposal of long-lived  assets.
The Statement also extends the reporting  requirements to report separately,  as
discontinued operations,  components of an entity that have either been disposed
of or classified as held for sale. WHX has adopted the provisions of SFAS 144 as
of the beginning of fiscal 2002.

            On July 31,  2002,  WHX sold the stock of Unimast,  its wholly owned
subsidiary for $95.0 million. As a result of this transaction,  Unimast has been
accounted for as a discontinued operation in accordance with SFAS 144.

            In April 2002,  the FASB issued  Statement No. 145,  "Rescission  of
FASB  Statements  No. 4, 44, and 64,  Amendment  of FASB  Statement  No. 13, and
Technical Corrections".  This Statement eliminates the automatic  classification
of gain or loss on extinguishment of debt as an extraordinary item of income and
requires  that such gain or loss be evaluated for  extraordinary  classification
under the criteria of Accounting  Principles Board No. 30, "Reporting Results of
Operations." This Statement also requires sales-leaseback accounting for certain
lease   modifications   that  have   economic   effects   that  are  similar  to
sales-leaseback  transactions,  and makes various other technical corrections to
existing  pronouncements.  The Company adopted the provisions of SFAS 145 in the
second quarter of 2002 and has changed its accounting accordingly.  As a result,
prior period  results have been  restated to reflect gains on retirement of debt
as income from continuing operations.  These gains were previously accounted for
as extraordinary items.

            In July 2002,  the FASB issued SFAS No. 146,  "Accounting  for Costs
Associated with Exit or Disposal  Activities"  (SFAS 146").  SFAS 146 sets forth
various  modifications  to existing  accounting  guidance  which  prescribes the
conditions  which  must be met in  order  for  costs  associated  with  contract
terminations, facility consolidations,  employee relocations and terminations to
be accrued and recorded as liabilities in financial  statements.  The provisions
of SFAS 146, as related to exit or disposal  activities  will be  effective  for
fiscal  2003.  SFAS 146 is not  expected  to have a  significant  effect  on the
Company's financial statements.

            In December  2002,  the FASB issued  SFAS No. 148,  "Accounting  for
Stock-Based  Compensation - Transition and Disclosure." SFAS No. 148 amends SFAS
No. 123,  "Accounting  for  Stock-Based  Compensation,"  to provide  alternative
methods of  transition  to SFAS No.  123's fair value method of  accounting  for
stock-based employee  compensation.  While the Statement does not amend SFAS No.
123 to require  companies to account for employee  stock  options using the fair
value method,  the  disclosure  provisions of SFAS No. 148 are applicable to all
companies with  stock-based  employee  compensation,  regardless of whether they
account for that compensation using the fair value method of SFAS No. 123 or the
intrinsic  value  method  of  APB  No.  25,  "Accounting  for  Stock  Issued  to
Employees." The Company has adopted the disclosure provisions of SFAS 148 and is
currently evaluating whether to adopt the provisions of SFAS No. 148 relating to
the SFAS No.  123 fair  value  method of  accounting  for  stock-based  employee
compensation.

ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

  COMMODITY PRICE RISK AND RELATED RISKS

            In the normal  course of business,  the Company is exposed to market
risk or price fluctuation  related to the purchase of natural gas,  electricity,
precious  metals,  steel  products  and certain  non-ferrous  metals used as raw
material.  To a lesser  extent,  the  Company  is  exposed  to the risk of price
fluctuation on coal, coke, and natural gas liquids.  The Company is also exposed
to the effects of price fluctuations on the value of its commodity  inventories,
specifically, H&H's precious metals inventories.

            The  Company's  market risk  strategy has  generally  been to obtain
competitive  prices for its products and services and allow operating results to
reflect market price movements dictated by supply and demand.

  FOREIGN CURRENCY EXCHANGE RATE RISK

            The Company is subject to the risk of price fluctuations  related to
anticipated   revenues  and  operating  costs,   firm  commitments  for  capital
expenditures and existing assets or liabilities  denominated in currencies other
than U.S. dollars. The Company has not generally used derivative  instruments to
manage this risk.

                                       34

  EQUITY PRICE RISK

            The  Company  is subject to equity  price  risk  resulting  from its
investments in certain  marketable equity securities of unrelated  parties.  The
Company  accounts for its  investment in these  securities  in  accordance  with
Statement of Financial  Accounting  Standards No. 115,  "Accounting  for Certain
Investments in Debt and Equity Securities." ("SFAS 115").

            At  December  31,  2002,  the WHX Group held $4.7  million in equity
securities classified as "trading" in accordance with SFAS 115. Each quarter the
Company  adjusts the carrying  amount of its trading  securities  to fair market
value, with any resulting  adjustment being charged or credited to other income.
At year-end 2002 a hypothetical  10% decrease in the value of the equity trading
securities would have resulted in a $0.5 million  unfavorable  impact on pre-tax
income.  Such a  decrease  in value  might also  reduce  the  future  cash flows
generated from the ultimate liquidation of the investment in trading securities.

            (See Note 8 to the Consolidated Financial Statements)

INTEREST RATE RISK

            Fair  value of cash and cash  equivalents,  receivables,  short-term
borrowings,  accounts payable, accrued interest and variable-rate long-term debt
approximate  their carrying values and are relatively  insensitive to changes in
interest rates due to the short-term maturity of the instruments or the variable
nature of underlying interest rates.

            At December 31, 2002, the Company's  investment  portfolio  included
fixed  income  securities  totaling  $200.6  million.  The  fair  value of these
instruments  will increase or decrease as a result of changes in market interest
rates.  The Company  accounts for these  investments as "trading  securities" as
defined by SFAS 115.  Accordingly,  each quarter the Company adjusts the balance
of its  portfolio to fair market  value,  with any  resulting  adjustment  being
charged or  credited  to income as an  unrealized  loss or gain and  included in
other income.  Realized gains and losses  resulting from the disposition of such
investments  are recorded as income in the period during which such  disposition
took place.  During 2002,  the Company  recognized  realized and  unrealized net
losses  totaling $2.0 million in  connection  with its  fixed-income  securities
investment  portfolio as well as its common  stock  investments.  The  Company's
exposure  to increase in  interest  rates that might  result in a  corresponding
decrease in the fair value of its fixed-income  securities  investment portfolio
could have an unfavorable effect on the Company's results of operations and cash
flows.  For additional  information,  see Note 8 to the  Consolidated  Financial
Statements.

            The Company attempts to maintain a reasonable  balance between fixed
and floating-rate debt in an attempt to keep financing costs as low as possible.
At December 31,  2002,  the  Company's  portfolio  of  long-term  debt  included
fixed-rate instruments.  Accordingly,  the fair value of such instruments may be
relatively sensitive to effects of interest rate fluctuations.  In addition, the
fair value of such instruments is also affected by investors' assessments of the
risks  associated with  industries in which the Company  operates as well as the
Company's overall  creditworthiness and ability to satisfy such obligations upon
their maturity. However, the Company's sensitivity to interest rate declines and
other  market risks that might  result in a  corresponding  increase in the fair
value of its fixed-rate debt portfolio would only have an unfavorable  effect on
the Company's result of operations and cash flows to the extent that the Company
elected  to  repurchase  or  retire  all or a  portion  of its  fixed-rate  debt
portfolio at an amount in excess of the corresponding carrying value.

SAFE HARBOR

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

                                       35

ITEM 8.      FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                        REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and
Stockholders of WHX Corporation

            In our opinion, the accompanying Consolidated Balance Sheets and the
related  Consolidated  Statements  of  Operations,  Cash Flows and of Changes in
Stockholders'  Equity and  Comprehensive  Income present fairly, in all material
respects,  the financial  position of WHX Corporation and its subsidiaries  (the
"Company")  at December 31, 2002 and 2001,  and the results of their  operations
and their cash flows for each of the three  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,  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 the 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 2, the Company changed its method of accounting
for goodwill and other intangible assets in fiscal 2002.

            As discussed in Notes 3 and 11, on November 16, 2000,  the Company's
wholly-owned subsidiary,  Wheeling-Pittsburgh Corporation and Subsidiaries filed
for reorganization  under Chapter 11 of the Federal Bankruptcy Code and on March
7, 2003, the Pension Benefit  Guaranty  Corporation  announced its intentions to
seek to terminate the WHX  Corporation  Pension Plan. The bankruptcy  filing and
the Pension Benefit Guaranty  Corporation  action have given rise to a number of
uncertainties  relating  to  environmental  obligations,  pension and other post
retirement  benefit  obligations  and  potential   violations  of  certain  debt
agreement covenants.

PricewaterhouseCoopers LLP
New York, New York
April 11, 2003

                                       36

WHX CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS

                                                                          Year ended December 31
                                                                ------------------------------------------
                                                                     2002            2001           2000
                                                                -----------    -------------   ------------
                                                                       (in thousands except per share)

Net sales                                                       $   386,393    $   388,139    $ 1,519,436

Cost of goods sold                                                  318,104        318,670      1,397,715
                                                                -----------    -----------    -----------

Gross profit                                                         68,289         69,469        121,721

Selling, general and administrative expenses                         73,652         74,304        142,596

Restructuring charges                                                19,994           --             --
                                                                -----------    -----------    -----------

Income (loss) from operations                                       (25,357)        (4,835)       (20,875)
                                                                -----------    -----------    -----------

Other:
             Interest expense                                        27,257         46,969         83,899
             Equity in loss of WPC                                   20,000
             Gain on early retirement of debt                        42,491         19,011           --
             Gain on sale of interest in Wheeling-Downs                --           88,517           --
             Other income (expense)                                  (5,988)        11,112        (15,400)
                                                                -----------    -----------    -----------

Income (loss) from continuing operations before taxes               (36,111)        66,836       (120,174)

Tax provision (benefit)                                             (24,115)       (28,869)        68,692
                                                                -----------    -----------    -----------

Income (loss) from continuing operations                            (11,996)        95,705       (188,866)
                                                                -----------    -----------    -----------

Discontinued operations:

             Income from discontinued operations - net of tax        10,601          5,416          7,821
             Gain on sale - net of tax                               11,861           --             --
                                                                -----------    -----------    -----------
                                                                     22,462          5,416          7,821
                                                                -----------    -----------    -----------

Income (loss) before cumulative effect of
    accounting change                                                10,466        101,121       (181,045)

Cumulative effect of accounting change                              (44,000)          --             --
                                                                -----------    -----------    -----------
Net income (loss)                                                   (33,534)       101,121       (181,045)
Dividend requirement for preferred stock                             19,224         19,329         20,607
                                                                -----------    -----------    -----------
Net income (loss) applicable to common stock                    $   (52,758)   $    81,792    $  (201,652)
                                                                ===========    ===========    ===========

Basic per share of common stock

Income (loss) from continuing operations
   net of preferred dividends                                   $     (5.86)   $     15.27    $    (43.93)
Discontinued operations                                                4.22           1.08           1.64
Cumulative effect of accounting change                                (8.26)          --             --
                                                                -----------    -----------    -----------
Net income (loss) per share applicable to common shares         $     (9.90)   $     16.35    $    (42.29)
                                                                ===========    ===========    ===========

Diluted per share of common stock

Income (loss) from continuing operations                        $     (5.86)   $      9.11    $    (43.93)
Discontinued operations                                                4.22           0.51           1.64
Cumulative effect of accounting change                                (8.26)          --             --
                                                                -----------    -----------    -----------
Net income (loss) per share applicable to common shares         $     (9.90)   $      9.62    $    (42.29)
                                                                ===========    ===========    ===========

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       37

WHX CORPORATION
CONSOLIDATED BALANCE SHEETS                                       YEAR ENDED DECEMBER 31
                                                                ------------------------
                                                                   2002         2001
                                                                ----------   ----------
                                                                     (in thousands)
           ASSETS
Current assets:
Cash and cash equivalents                                       $  18,396    $   7,789
Short term investments                                            205,275      244,883
Trade receivables, less allowance for doubtful accounts
   of $2,307 and $1,564                                            43,540       45,725
Inventories                                                        68,921       85,279
Other current assets                                               15,412       10,674
                                                                ---------    ---------
    Total current assets                                          351,544      394,350

Advances to WPC                                                     7,458        8,369
Note receivable - WPC                                              31,959       31,005
Property, plant and equipment, at cost less
   accumulated depreciation and amortization                      107,590      134,923
Goodwill and other intangibles                                    215,426      256,831
Intangibles - pension asset                                        40,270         --
Assets held for sale                                               11,751         --
Assets of discontinued operations                                    --        107,193
Prepaid pension asset                                              26,385       33,754
Deferred taxes - non-current                                       24,315         --
Other non-current assets                                           17,690       25,025
                                                                ---------    ---------
                                                                $ 834,388    $ 991,450
                                                                =========    =========

           LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Trade payables                                                  $  60,172    $  34,131
Accrued liabilities                                                20,924       13,278
Short-term debt                                                   107,857      110,946
Restructuring                                                       5,424         --
Deferred income taxes - current                                     6,432        8,982
Interest payable                                                    2,514        5,504
Payroll and employee benefits                                       2,776        3,241
                                                                ---------    ---------
    Total current liabilities                                     206,099      176,082

Long-term debt                                                    249,706      432,454
Deferred income taxes - non current                                  --          3,227
Other employee benefit liabilities                                  8,784        8,309
Loss in  excess of investment in WPC                               60,667       39,374
Liabilities of discontinued operations                               --         50,011
Additional minimum pension liability                               93,728         --
Other liabilities                                                   1,543        1,089
                                                                ---------    ---------
                                                                  620,527      710,546
                                                                ---------    ---------

Commitments

Stockholders' Equity:
Preferred stock - $.10 par value; authorized 10,000
   shares; issued and outstanding: 5,523 and 5,571 shares             552          557
Common stock -  $.01 par value; authorized 60,000
   shares; issued and outstanding: 5,406 and 5,357 shares              54           54
Accumulated other comprehensive income (loss)                     (35,775)      (2,268)
Additional paid-in capital                                        556,009      556,006
Accumulated earnings  (deficit)                                  (306,979)    (273,445)
                                                                ---------    ---------
                                                                  213,861      280,904
                                                                ---------    ---------
                                                                $ 834,388    $ 991,450
                                                                =========    =========

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       38

WHX CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
                                                                                          Year Ended December 31
                                                                                  ------------------------------------
                                                                                      2002        2001         2000
                                                                                  ---------    ---------    ----------
                                                                                             (in thousands)
Cash flows from operating activities:
Net income (loss)                                                                 $ (33,534)   $ 101,121    $(181,045)
Less: Income from discontinued operations                                            10,601        5,416        7,821
                                                                                  ---------    ---------    ---------
Net income (loss) from continuing operations and
   cumulative effect of an accounting change                                        (44,135)      95,705     (188,866)
Items not affecting cash from operating activities:
  Cumulative effect of an accounting change                                          44,000         --           --
  Restructuring charge                                                                5,424         --           --
  Depreciation and amortization                                                      22,865       27,861       96,664
  Other postretirement benefits                                                         200          108       (7,871)
  Gain on early retirement of debt                                                  (42,491)     (19,011)        --
  Gain on sale of discontinued operations                                           (18,747)        --           --
  Deferred income taxes                                                             (10,822)     (25,428)      72,354
  (Gain) loss on asset dispositions                                                   2,576           18          (43)
  Gain on sale of interest in Wheeling Downs                                           --        (88,517)        --
  Pension expense                                                                     7,736        4,461        2,090
  Equity loss (income)  in affiliated companies                                      20,045       (2,016)      (4,086)
Decrease (increase) in working capital elements, net of effect of acquisitions:
      Trade receivables                                                               2,185       18,552        5,880
      Trade receivables  sold                                                          --           --          5,000
       Inventories                                                                   16,358       33,747       60,208
       Short term investments-trading                                                39,608     (175,564)     590,037
       Investment account borrowings                                                 (3,089)     110,946     (495,542)
       Other current assets                                                          (1,623)         (72)      (8,692)
       Other current liabilities                                                     29,989      (10,384)      46,418
  Other items-net                                                                    (4,666)       6,580       14,284
                                                                                  ---------    ---------    ---------
Net cash provided by (used in) operating activities                                  65,413      (23,014)     187,835
                                                                                  ---------    ---------    ---------
Cash flows from investing activities:
  Guarantee of WPC DIP Term Note                                                       --           --        (33,000)
  Net proceeds on sale of discontinued operations                                    84,869         --           --
  Release of restricted cash  (DIP)                                                    --         33,000         --
  Note receivable - WPC                                                                --        (30,453)        --
  Receipts from/(advances to) WPC                                                     1,250       (8,369)        --
  Acquisitions                                                                       (3,057)        --           --
  Settlement Agreement - WPC                                                           --        (32,000)        --
  Purchase of note receivable                                                          --           --         (5,000)
  Plant additions and improvements                                                   (9,335)     (11,924)    (114,971)
  Short term investments-available for sale                                            --           --         (1,450)
  Other investments                                                                    --           --            131
  Proceeds from sale of interest in Wheeling Downs                                     --        105,000         --
  Proceeds from sales of assets                                                       8,630            5        3,657
  Dividends from affiliated companies                                                  --           --          3,750
                                                                                  ---------    ---------    ---------
Net cash provided by (used in) investing activities                                  82,357       55,259     (146,883)
                                                                                  ---------    ---------    ---------
Cash flows from financing activities:
   Long-term debt retirements - net                                                 (48,193)     (61,279)      (8,174)
   Long-term debt proceeds                                                             --         48,381         --
   Cash paid on early extinguishment of debt                                        (87,612)     (15,906)        --
   Short-term borrowings (payments)                                                    --           --          7,796
   Consent solicitation fees                                                           --           --         (8,538)
   Preferred stock dividends                                                           --           --        (15,456)
   Redemption of equity issues                                                         --           --           (686)
   Dividends on minority interest in consolidated subsidiaries                         --           --         (1,731)
                                                                                  ---------    ---------    ---------
Net cash used in financing activities                                              (135,805)     (28,804)     (26,789)
                                                                                  ---------    ---------    ---------
Net cash provided by continuing operations                                           11,965        3,441       14,163
Net cash (used)/provided by discontinued operations                                  (1,358)        (400)      (1,329)
Cash and cash equivalents at beginning of year                                        7,789        4,748        9,626
Effect of deconsolidation of Wheeling-Pittsburgh Corporation                           --           --        (17,712)
                                                                                  ---------    ---------    ---------
Cash and cash equivalents at end of year                                          $  18,396    $   7,789    $   4,748
                                                                                  =========    =========    =========

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       39

WHX CORPORATION
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY AND COMPREHENSIVE INCOME

                                                                              Year Ended December 31
                                                             2002                       2001                     2000
                                                   ---------------------------------------------------------------------------
                                                     Shares       Amount         Shares        Amount      Shares     Amount
                                                   ---------------------------------------------------------------------------
(Dollars and shares in thousands)

Common Stock

Balance at beginning of year                            5,357    $      54        4,864    $      49        4,715   $      47
401(k) contribution                                      --           --             89            1          147           2
Conversion of preferred shares                             49         --            324            3         --          --
EIP shares                                               --           --             80            1            2        --
                                                   --------------------------------------------------------------------------
Balance at end of year                                  5,406           54        5,357           54        4,864          49
                                                   --------------------------------------------------------------------------
Preferred Stock

Balance at beginning of year                            5,571          557        5,883          589        5,883         589
Conversion to common shares                               (48)          (5)        (312)         (32)        --          --
                                                   --------------------------------------------------------------------------
Balance at end of year                                  5,523          552        5,571          557        5,883         589
                                                   --------------------------------------------------------------------------
Accumulated Other Comprehensive
           Income (Loss)

Balance at beginning of year                                         (2,268)                  (1,501)                     945
Current period change                                               (33,507)                    (767)                  (2,446)
                                                                  ---------                ---------                ---------
Balance at end of year                                              (35,775)                  (2,268)                  (1,501)
                                                                  ---------                ---------                ---------
Retained Earnings

Balance at beginning of year                                       (273,445)                (374,566)                (178,065)
Net income (loss)                                                   (33,534)                 101,121                 (181,045)
Dividends declared to preferred stockholders                           --                         --                  (15,456)
                                                                  ---------                ---------                ---------
Balance at end of year                                             (306,979)                (273,445)                (374,566)
                                                                  ---------                ---------                ---------
Capital in Excess of Par Value

Balance at beginning of year                                         556,006                 555,576                  553,955
EIP shares sold                                                        --                         --                       76
401(k) contribution                                                    --                        401                    1,545
Preferred stock conversion                                                3                       29                       --
                                                                  ---------                ---------                ---------
Balance at end of year                                              556,009                  556,006                  555,576

Total Stockholder's Equity                                        $ 213,861                $ 280,904                $ 180,147
                                                                  =========                =========               ==========

Net Income (Loss)                                                 $ (33,534)               $ 101,121                $(181,045)

Other Comprehensive Income (Loss)

Foreign currency translation adjustment                               1,241                     (767)                    (997)
Minimum pension liability adjustment - net of tax                   (34,748)                      --                       --
Unrealized gains (losses) on securities:
   Unrealized holding gains (losses)                                   --                         --                  (13,614)
   Tax benefit (expense)                                               --                         --                    4,765
   Reclassification of gains to net earnings                           --                         --                   11,383
   Tax benefit (expense)                                               --                         --                   (3,984)
                                                                  ---------                 --------                ---------
Comprehensive Income (Loss)                                       $ (67,041)               $ 100,354                $(183,492)
                                                                  =========                =========                =========

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       40

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

            The Consolidated  Financial  Statements  include the accounts of all
subsidiary  companies  except  for   Wheeling-Pittsburgh   Corporation  and  its
subsidiaries. On November 16, 2000,  Wheeling-Pittsburgh  Corporation ("WPC"), a
wholly owned subsidiary of WHX Corporation  ("WHX"), and six of its subsidiaries
("WPC Group") filed petitions seeking  reorganization  under Chapter 11 of Title
11 of the  United  States  Bankruptcy  Code.  (See  Note  3 to the  Consolidated
Financial Statements).  As a result of the Bankruptcy Filing the Company has, as
of November 16, 2000, deconsolidated the balance sheet of WPC. Accordingly,  the
accompanying  Consolidated  Balance  Sheets at December 31, 2002 and 2001 do not
include any of the assets or liabilities of WPC. The  accompanying  Consolidated
Statement of Operations and the Consolidated Statement of Cash Flows exclude the
operating  results of WPC for the periods after  November 16, 2000. As discussed
in Note 3, the Company  agreed to provide  additional  funds to WPC  (subject to
certain  conditions)  amounting to $20.0  million.  As a result of the Company's
probable  obligation,  the Company has  recorded in the year ended  December 31,
2002 a  charge  as  Equity  in loss  of WPC up to the  amount  of  such  funding
commitment.

            WHX is a  holding  company  that has been  structured  to  invest in
and/or  acquire a diverse group of businesses on a  decentralized  basis.  WHX's
primary business is Handy & Harman ("H&H"), a diversified  manufacturing company
whose strategic business units encompass three segments:  precious metal, wire &
tubing, and engineered materials. WHX also owns Pittsburgh-Canfield  Corporation
("PCC"), a manufacturer of  electrogalvanized  products used in the construction
and  appliance  industries.  In July 2002,  the  Company  sold its wholly  owned
subsidiary Unimast  Incorporated  ("Unimast"),  a leading  manufacturer of steel
framing and other  products for commercial and  residential  construction.  As a
result,  Unimast has been classified as a discontinued operation for all periods
presented.  The  transaction  closed  on July 31,  2002.  WHX's  other  business
consists  of WPC  and  six of its  subsidiaries  including  WPSC,  a  vertically
integrated  manufacturer of value-added and flat rolled steel products (see Note
3 to the Consolidated  Financial  Statements).  WPSC,  together with WPC and its
other subsidiaries shall be referred to herein as the "WPC Group." WHX, together
with all of its  subsidiaries  shall be referred to herein as the "Company," and
the Company and its  subsidiaries  other than the WPC Group shall be referred to
herein as the "WHX Group."

            (See Note 18 to the Consolidated Financial Statements)

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 the
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements.  Estimates also affect the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

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.

FAIR VALUE OF FINANCIAL INSTRUMENTS

            The  recorded  amounts  of cash and cash  equivalents,  receivables,
short-term  borrowings,  accounts payable,  accrued interest,  and variable-rate
long-term  debt  approximate  fair value because of the short  maturity of those
instruments  or the variable  nature of underlying  interest  rates.  Short-term
investments  are  recorded at fair  market  value based on trading in the public
market. See Note 11 to the Consolidated  Financial  Statements for a description
of fair value of debt instruments.

                                       41

REVENUE RECOGNITION

            Revenue is  recognized on the sale of product when the related goods
have been shipped and title has passed to the customer.

INVENTORIES

            Inventories  are  stated  at the  lower of cost or  market.  Cost is
determined  by  the  last-in  first-out   ("LIFO")  method  for  precious  metal
inventories.  Non-precious  metals  inventories  are stated at the lower of cost
(principally  average) or market. For precious metals inventories no segregation
among raw materials, work in process and finished goods is practicable.

PROPERTY, PLANT AND EQUIPMENT

            Depreciation   of   property,   plant  and   equipment  is  provided
principally on the  straight-line  method over the estimated useful lives of the
assets,  which range as follows:  machinery & equipment 3 - 20 years,  buildings
and  improvements  10 - 50 years.  Interest cost is  capitalized  for qualifying
assets  during the assets'  acquisition  period.  Capitalized  interest  cost is
amortized  over the life of the asset.  Maintenance  and  repairs are charged to
income  and  renewals  and  betterments  are  capitalized.  Profit  or  loss  on
dispositions is credited or charged to income.

INTANGIBLES AND AMORTIZATION

            The  Company  adopted  the  provisions  of  Statement  of  Financial
Accounting  Standards ("SFAS") No. 142, "Goodwill and Other Intangible  Assets,"
effective January 1, 2002, as discussed in Note 2 to the Consolidated  Financial
Statements.  As a  result,  goodwill  is no longer  amortized,  but  instead  is
reviewed  annually for  impairment  in  accordance  with the  provisions  of the
Statement.  The evaluation of the  recoverability of the unamortized  balance of
goodwill is based on a comparison of the respective  reporting  units fair value
to its carrying value, including allocated goodwill. Fair values were determined
by discounting  estimated future cash flows. The recoverability of goodwill will
be impacted if estimated future operating cash flows are not achieved. Purchased
patents are stated at cost,  which is amortized  over the  respective  remaining
lives of the patents.

STOCK-BASED COMPENSATION

            The  Company  accounts  for  stock-based   compensation   under  the
intrinsic  value  method,  whereby  compensation  expense is recorded in amounts
equal to the  difference  between the exercise price of the stock option and the
fair market value of the underlying  stock at the date of the option grant.  For
disclosure  purposes  only,  the Company  estimates  the impact on net income of
applying the fair value method of measuring  compensation  cost on stock options
with the fair value  determined  under the minimum  value  method as provided by
SFAS 123, "Accounting for Stock-Based Compensation" ("SFAS 123").

            The  following  table  illustrates  the  effect  on net  income  and
earnings per share if WHX  Corporation  had applied the  fair-value  recognition
provisions of SFAS 123 to stock-based employee compensation.

(IN THOUSANDS - EXCEPT PER SHARE DATA)

                                                     2002          2001           2000
                                                 -----------   -----------   ------------

Net income (loss), as reported                   $  (33,534)   $   101,121   $  (181,045)

Deduct: total stock-based employee
               compensation expense determined
               under fair-value based method
               for all awards                           470          1,529         1,700
                                                 ----------    -----------   -----------

Pro forma net income (loss)                      $  (34,004)   $    99,592   $  (182,745)
                                                 ==========    ===========   ===========

Income (loss) per share:
     Basic - as reported                         $    (9.90)   $     16.35   $    (42.29)
     Basic - pro forma                                (9.99)         16.03        (42.65)
     Diluted - as reported                            (9.90)          9.62        (42.29)
     Diluted - pro forma                              (9.99)          9.47        (42.65)

                                       42

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.

EARNINGS PER SHARE

            Pursuant to SFAS 128, "Earnings per Share," basic earnings per share
is based on the weighted  average  number of shares of Common Stock  outstanding
during each year, excluding redeemable common shares. Diluted earnings per share
gives effect to dilutive potential common shares outstanding during the period.

FOREIGN CURRENCY TRANSLATION

            Assets and liabilities of foreign  subsidiaries have been translated
at  current  exchange  rates,  and  related  revenues  and  expenses  have  been
translated  at average  rates of exchange in effect  during the year.  Resulting
cumulative translation adjustments have been recorded as a separate component of
accumulated other comprehensive income.

RECLASSIFICATION AND REVERSE COMMON STOCK SPLIT

            Certain amounts for prior years have been reclassified to conform to
the current year  presentation.  All  references to common shares and per common
share amounts have been adjusted to reflect a 1-for-3 reverse common stock split
("Reverse  Split"),  which was approved and declared by the  Company's  Board of
Directors  effective  August 22, 2002.  The common  stockholders  of the Company
approved  the reverse  split at the  Company's  Annual  Meeting held on June 18,
2002.

            As a consequence of the reverse split, the conversion ratio for each
series of preferred  shares was adjusted  August 22, 2002 in accordance with the
terms governing Certificates of Designation, as follows:

             Preferred Shares          Prior Rates          Current Rates
             ----------------          -----------          -------------
               Series A                  3.1686                1.0562
               Series B                  2.4510                0.8170

NOTE 2 - ACCOUNTING CHANGES AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

            In  July  2001,  the  FASB  issued  SFAS  141  and  142,   "Business
Combinations"  ("SFAS 141") and "Goodwill and Other  Intangible  Assets"  ("SFAS
142"), respectively. SFAS 141 supercedes Accounting Principles Board Opinion No.
16 ("APB 16"),  "Business  Combinations."  The most significant  changes made by
SFAS 141 are: (1) requiring  that the purchase  method of accounting be used for
all  business  combinations  initiated  after June 30,  2001,  (2)  establishing
specific  criteria for the  recognition  of intangible  assets  separately  from
goodwill,  and (3)  requiring  unallocated  negative  goodwill to be written off
immediately as an extraordinary gain, instead of being amortized.

            SFAS 142 supercedes APB 17, "Intangible Assets".  SFAS 142 primarily
addresses the accounting for goodwill and intangible  assets subsequent to their
acquisition (i.e.,  post-acquisition accounting). The provisions of SFAS 142 are
effective for fiscal years beginning after December 15, 2001 and must be adopted
at the beginning of a fiscal year. The most significant changes made by SFAS 142
are 1)  goodwill  and  indefinite  lived  intangible  assets  will no  longer be
amortized,  (2) goodwill will be tested for  impairment at least annually at the
reporting unit level,  (3) intangible  assets deemed to have an indefinite  life
will be tested for impairment at least annually, and (4) the amortization period
of  intangible  assets with finite lives will no longer be limited to forty (40)
years.

            The Company has adopted the  provisions  of SFAS 142 and has changed
its  accounting  accordingly  effective  January  1,  2002.  As a result  of the
adoption  of SFAS 142,  the  Company  did not record  amortization  expense  for
existing goodwill during the year ending December 31, 2002. The Company recorded
amortization  expense of $7.4 million and $8.0 million on this  goodwill for the
years ended  December 31, 2001 and 2000,  respectively.  Any  intangible  assets
acquired or goodwill arising from  transactions  after June 30, 2001 are subject
to the  amortization and  non-amortization  provisions of SFAS 141 and SFAS 142.
The Company recorded a $44.0 million non-cash goodwill impairment charge related
to the H&H Wire Group in the first  quarter of 2002.  This  charge is shown as a
cumulative  effect of an  accounting  change.  The Company  recorded this charge

                                       43

because the fair value of this  reporting  unit, as determined by estimated cash
flow projections, was less than the reporting unit's carrying value. The Company
is still committed to this business and expects  improved  performance from this
Group in future  periods as a result of  management  changes,  cost  reductions,
restructuring, and improving economic conditions.

            The following table provides  comparative  earnings per share, after
deducting preferred dividends,  had the non-amortization  provisions of SFAS 142
been adopted for all periods presented:

(in thousands)

                                                                      Year ended December 31,
                                                                 2002           2001          2000
                                                            ---------------------------------------
Reported income (loss) before discontinued operations and
   cumulative effect of an accounting change                $  (31,220)   $   76,376   $  (209,473)

Goodwill amortization                                             --           7,393         7,998
                                                            ----------   -----------   -----------

Adjusted income (loss) before discontinued operations and
   cumulative effect of an accounting change                $  (31,220)   $   83,769   $  (201,475)
                                                            ==========   ===========   ===========

Basic per share of common stock:

Reported income (loss) before discontinued operations and
   cumulative effect of an accounting change                $    (5.86)   $    15.27   $    (43.93)

Goodwill amortization                                             --            1.48          1.68
                                                            ----------   -----------   -----------

Adjusted income (loss) before discontinued operations and
   cumulative effect of an accounting change                $    (5.86)   $    16.75$       (42.25)
                                                            ==========   ===========   ===========

Diluted per share of common stock:

Reported income (loss) before discontinued operations and
   cumulative effect of an accounting change                $    (5.86)   $     9.11   $    (43.93)

Goodwill amortization                                             --            0.70          1.68
                                                            ----------   -----------   -----------

Adjusted income (loss) before discontinued operations and
   cumulative effect of an accounting change                $    (5.86)   $     9.81   $    (42.25)
                                                            ==========   ===========   ===========

The changes in the carrying  amount of goodwill for the year ended  December 31,
2002 were as follows:

(in thousands)
                                       Precious     Wire &   Engineered
                                        Metals      Tubing       Materials     Total
                                       ---------   ---------    ----------  ---------

Balance as of January 1, 2002          $ 106,971   $ 104,918    $  43,977   $ 255,866

Impairment loss                             --       (44,000)        --       (44,000)

Pre acquisition foreign NOL utilized        --          (454)        --          (454)

Additions                                   --          --          3,173       3,173
                                       ---------   ---------    ---------   ---------

Balance at December 31, 2002           $ 106,971   $  60,464    $  47,150   $ 214,585
                                       =========   =========    =========   =========

            The $3.2 million  addition in 2002 related to the acquisition of two
businesses,  which added  complimentary  product lines to the Company's existing
Engineered Materials  businesses.  As of December 31, 2002, the Company had $0.9
million of other  intangible  assets,  which will continue to be amortized  over
their remaining useful lives ranging from 3 to 17 years.

            In August 2001, the FASB issued  Statement No. 143,  "Accounting for
Asset Retirement  Obligation"  ("SFAS 143").  SFAS 143 requires that obligations
associated with the retirement of a tangible  long-lived  asset be recorded as a
liability when those obligations are incurred,  with the amount of the liability
initially measured at fair value. Upon initially  recognizing a liability for an
asset-retirement  obligation  ("ARO"),  an entity  must  capitalize  the cost by
recognizing an increase in the carrying amount of the related  long-lived asset.
Over time,  the liability is accreted to its present value each period,  and the
capitalized cost is depreciated over the useful life of the related asset.  Upon
settlement of the  liability,  an entity either  settles the  obligation for its
recorded  amount  or  incurs a gain or loss  upon  settlement.  SFAS 143 will be
effective for the financial  statement for fiscal years beginning after June 15,
2002.  WHX would be required to adopt the provisions of SFAS 143 in fiscal 2003;
however,  SFAS 143 is not expected to have a significant effect on the Company's
financial statements.

                                       44

            In October 2001, the FASB issued Statement No. 144,  "Accounting for
the Impairment or Disposal of Long-Lived  Assets".  SFAS 144 addresses financial
accounting  and reporting for the  impairment or disposal of long-lived  assets.
The Statement also extends the reporting  requirements to report separately,  as
discontinued operations,  components of an entity that have either been disposed
of or classified as held for sale. WHX has adopted the provisions of SFAS 144 as
of the beginning of fiscal 2002.

            On July 31,  2002,  WHX sold the stock of Unimast,  its wholly owned
subsidiary for $95.0 million. As a result of this transaction,  Unimast has been
accounted  for  as  a  discontinued  operation  for  all  periods  presented  in
accordance with SFAS 144. (See Note 4 to the Consolidated Financial Statements).

            In April 2002,  the FASB issued  Statement No. 145,  "Rescission  of
FASB  Statements  No. 4, 44, and 64,  Amendment  of FASB  Statement  No. 13, and
Technical Corrections".  This Statement eliminates the automatic  classification
of gain or loss on extinguishment of debt as an extraordinary item of income and
requires  that such gain or loss be evaluated for  extraordinary  classification
under the criteria of Accounting  Principles Board No. 30, "Reporting Results of
Operations." This Statement also requires sales-leaseback accounting for certain
lease   modifications   that  have   economic   effects   that  are  similar  to
sales-leaseback  transactions,  and makes various other technical corrections to
existing  pronouncements.  The Company adopted the provisions of SFAS 145 in the
second quarter of 2002 and has changed its accounting accordingly.  As a result,
prior period  results have been  restated to reflect gains on retirement of debt
as income from continuing operations.  These gains were previously accounted for
as extraordinary items.

            In July 2002,  the FASB issued SFAS No. 146,  "Accounting  for Costs
Associated with Exit or Disposal  Activities"  ("SFAS 146"). SFAS 146 sets forth
various  modifications  to existing  accounting  guidance  which  prescribes the
conditions  which  must be met in  order  for  costs  associated  with  contract
terminations, facility consolidations,  employee relocations and terminations to
be accrued and recorded as liabilities in financial  statements.  The provisions
of SFAS 146, as related to exit or disposal  activities  will be  effective  for
fiscal  2003.  SFAS 146 is not  expected  to have a  significant  effect  on the
Company's financial statements.

            In December  2002,  the FASB issued  SFAS No. 148,  "Accounting  for
Stock-Based  Compensation - Transition and Disclosure." SFAS No. 148 amends SFAS
No. 123,  "Accounting  for  Stock-Based  Compensation,"  to provide  alternative
methods of  transition  to SFAS No.  123's fair value method of  accounting  for
stock-based employee  compensation.  While the Statement does not amend SFAS No.
123 to require  companies to account for employee  stock  options using the fair
value method,  the  disclosure  provisions of SFAS No. 148 are applicable to all
companies with  stock-based  employee  compensation,  regardless of whether they
account for that compensation using the fair value method of SFAS No. 123 or the
intrinsic  value  method  of  APB  No.  25,  "Accounting  for  Stock  Issued  to
Employees." The Company has adopted the disclosure provisions of SFAS 148 and is
currently evaluating whether to adopt the provisions of SFAS No. 148 relating to
the SFAS No.  123 fair  value  method of  accounting  for  stock-based  employee
compensation.

NOTE 3 - WPC GROUP BANKRUPTCY

            On November 16, 2000, the WPC Group filed petitions for relief under
Chapter 11 of the Bankruptcy Code in the United States  Bankruptcy Court for the
Northern  District of Ohio. As a result,  subsequent to the  commencement of the
Bankruptcy  Filing,  the WPC Group sought and obtained  several  orders from the
Bankruptcy Court that were intended to enable the WPC Group to continue business
operations as  debtors-in-possession.  Since the Petition  Date, the WPC Group's
management  has  been  in  the  process  of  stabilizing  their  businesses  and
evaluating their operations,  while continuing to provide uninterrupted services
to their customers.

            On November 17, 2000, the  Bankruptcy  Court granted the WPC Group's
motion to approve a $290 million  Debtor in Possession  Credit  Agreement  ("DIP
Credit Agreement") provided by Citibank, N.A., as initial issuing bank, Citicorp
U.S.A., Inc., as administrative agent, and the DIP Lenders.  Pursuant to the DIP
Credit Agreement,  Citibank, N.A. made term loan advances to the WPC Group up to
a maximum  aggregate  principal  amount of $35  million.  In  addition,  the DIP
Lenders  agreed,  subject to certain  conditions,  to provide the WPC Group with
revolving loans, swing loans and letter of credit accommodations in an aggregate
amount of up to $255 million.  On January 2, 2002,  the WPC Group  requested and
received a reduction in the revolving loans, swing loans and letter of credit to
a maximum  aggregate  amount of up to $175  million.  On November 15, 2002,  the
Bankruptcy  Court approved a motion to amend the DIP Credit  Agreement to reduce

                                       45

the revolving loans,  swing loans and letter of credit to a maximum aggregate of
$160 million and to make certain  other  related  changes to the  agreement.  In
connection  with the  Bankruptcy  Filing,  WHX had guaranteed $30 million of the
term loan portion of the DIP Credit  Agreement  ("Term Loan") and deposited in a
pledged  asset  account  $33  million  of funds  in  support  of such  guaranty.
Effective as of June 1, 2001, WHX purchased a participation  interest comprising
an  undivided  interest  in the Term  Loan in the  amount of $30  million,  plus
interest  accrued but not paid on such amount of the Term Loan  through  June 1,
2001.  Concurrently with such transaction,  WHX's guaranty of $30 million of the
Term Loan described above was terminated and the $33 million of funds previously
deposited in a pledged  asset  account in support of such guaranty were released
to WHX. WHX paid to Citibank $30.5 million of such  deposited  funds to purchase
WHX's participation interest in the Term Loan.

            WPC  borrowings  outstanding  under  the  DIP  Credit  Facility  for
revolving  loans totaled  $135.5 million and $127.2 million at December 31, 2002
and 2001  respectively.  Term loans under the DIP Credit Facility  totaled $35.2
million and $34.4 million at December 31, 2002 and 2001 respectively. Letters of
credit outstanding under the facility totaled $2.8 million at December 31, 2002.
At December 31, 2002, net  availability  under the DIP Credit Facility was $25.7
million.  The DIP Credit  Facility  currently  expires on the earlier of May 17,
2003 or the completion of a Plan of Reorganization.

            At January  1, 2000,  $136.8  million  of the  Company's  net equity
represented its investment in the WPC Group. In addition to this investment, WHX
owns a $32.0 million participation interest in the Term Loan discussed above and
holds other claims against WPC and WPSC totaling approximately $7.4 million. The
recognition  of the WPC  Group's net loss of $176.6  million,  in the year 2000,
eliminated the investment's  carrying value of $136.8 million. In November 2000,
WHX recorded a liability  of $39.8  million  representing  the excess of the WPC
Group's loss over the carrying amount of the investment.

            During the period  November 17, 2000 through  December 31, 2002, the
WPC Group  incurred  cumulative  net losses of $271.4  million.  Pursuant to the
terms to the amended Plan of  Reorganization,  WHX has  conditionally  agreed to
contribute  $20.0 million to the WPC Group (see discussion  below  pertaining to
WHX  Contributions).  As a result of the Company's  probable  obligation to fund
$20.0  million to WPC Group,  the Company has  recorded a $20 million  charge as
Equity in loss of WPC in the accompanying Consolidated Statement of Operations.

            A Settlement and Release Agreement  ("Settlement  Agreement") by and
among WPSC,  WPC,  WHX, and certain  affiliates of WPSC,  WPC and WHX,  received
approval of the United States Bankruptcy Court for the Northern District of Ohio
on May 24, 2001, was entered into on May 25, 2001,  and became  effective on May
29, 2001.

            The Settlement  Agreement provided,  in part, for (1) the payment by
WHX to WPC of $32 million;  (2) the  exchange of releases  between the WPC Group
and the WHX Group;  (3) the acquisition by WHX or its designee of certain assets
of Pittsburgh-Canfield Corporation ("PCC"), plus the assumption of certain trade
payables,  subject to certain terms and conditions (WHX recorded $5.4 million as
the fair  value of the net  assets  of  PCC.);  (4) the  termination  of the Tax
Sharing  Agreements  between WHX and WPC; (5) WHX to deliver an agreement to the
WPC Group  whereby it agreed not to charge or allocate any pension  obligations,
expenses  or  charges to the WPC Group with  respect  to the WHX  Pension  Plan,
subject to certain  limitations as provided  therein,  through and including the
earlier of the effective date of a Plan or Plans of Reorganization  and December
31, 2002;  and (6) the final  settlement of all  inter-company  receivables  and
liabilities between the WHX Group and the WPC Group (except for commercial trade
transactions),  including the liability for redeemable stock. Such transactions,
other than the acquisition of certain assets of PCC, all occurred  effective May
29, 2001. The  acquisition of certain assets of PCC closed on June 29, 2001. The
PCC  agreement  included  a  one-year  repurchase  option  for the  seller.  The
repurchase option expired unexercised on June 29, 2002.

            On October 22, 2001, the Bankruptcy Court entered an order ("October
Order"), approving several transactions intended, among other things, to provide
the WPC Group with  additional  liquidity.  As part of the  October  Order,  the
Bankruptcy  Court  approved  a  Memorandum  of  Understanding  by and  among the
Company,  Wheeling-Pittsburgh  Corporation  ("WPC"),  Wheeling-Pittsburgh  Steel
Corporation  ("WPSC")  and  the  United  Steelworkers  of  America,  AFL-CIO-CLC
("USWA"),  pursuant to which the Company  agreed to provide to WPSC (1) up to $5
million of secured  loans and $5 million  of  liquidity  support  (part of which
consisted of financing  terms) during the period from the Order through  January
31, 2002, (2) if certain conditions are met, an additional $2 million of secured
loans (for an aggregate of $7 million) and the  maintenance  of the $5.0 million
of liquidity support referred to above,  during the period from February 1, 2002
through  March  31,  2002,  (the  conditions  were not met and  accordingly  the
additional  $2.0 million in secured loans were not made),  and (3) a $25 million
contribution to a new WPSC defined benefit pension plan contingent  upon,  among
other things,  a confirmed  WPSC Plan of  Reorganization  (Item 3 has since been
superceded by the WHX Contributions described below). Through December 31, 2002,
WHX had advanced  $5.0 million of the loans and up to $5.5 million of financing.
At December 31, 2002, the outstanding balance of these secured advances was $5.0
million plus interest of $0.3 million and $2.1 million, respectively.

                                       46

            The October Order also approved a Supplemental  Agreement  among the
members of the WPC Group and WHX,  under which all of the  extensions  of credit
referred to in the preceding paragraph are granted  super-priority  claim status
in WPSC's Chapter 11 case and are secured by a lien on substantially  all of the
assets of WPSC,  junior to the  liens,  security  interests  and  super-priority
claims of the lenders to WPSC under the DIP Credit  Agreement.  The Supplemental
Agreement also provides, among other things, that the Company may sell, transfer
or dispose of the stock of WPC free from the  automatic  stay imposed  under the
Bankruptcy  Code,  and under  specified  circumstances  requires  WPC to support
certain changes to the WHX Pension Plan.

            Additionally,  the October Order  approved the terms of the Modified
Labor Agreement  ("MLA") by and among WPC, WPSC and the USWA. WHX is not a party
to the MLA. The MLA modifies the current WPSC collective bargaining agreement to
provide for, among other things,  immediate  reductions in wages and the cost of
providing  medical  benefits to active and  retired  employees  in exchange  for
improvement in wages and pension  benefits for hourly employees upon a confirmed
WPSC  Plan  of  Reorganization.  The  MLA is  part  of a  comprehensive  support
arrangement that also involves concessions from WPSC salaried employees,  WPSC's
vendors and other constituencies in the Chapter 11 proceedings.

            In January  2002,  WPSC  finalized  a financial  support  plan which
included a $5.0  million  loan from the State of West  Virginia,  a $7.0 million
loan and a $0.2 million grant from the State of Ohio, a $10.0 million advance by
the WHX Group for future steel  purchases  (all of which were  delivered  before
June 30,  2002) and  additional  wage and salary  deferrals  from WPSC union and
salaried employees. At December 31, 2002, the balance outstanding with the State
of West Virginia was $5.0 million, and $7.0 million with the State of Ohio.

            On September 23, 2002,  WPC announced  that the Royal Bank of Canada
("RBC") had filed on its behalf an  application  with the  Emergency  Steel Loan
Guarantee  Board  ("ESLGB")  for a  $250  million  federal  loan  guarantee.  An
affiliate of RBC has agreed to underwrite  the loan if the guarantee is granted.
On February 28, 2003, the ESLGB initially rejected the application. WPC and RBC,
however,  amended and  supplemented  the  application  and it was  conditionally
approved  on March 26,  2003.  The  approval  of the  guaranty is subject to the
satisfaction of various conditions on or before June 30, 2003 including, without
limitation,  resolution  of the  treatment  of the  WHX  Pension  Plan  that  is
acceptable to and approved by the PBGC, confirmation of a plan of reorganization
for the WPC Group,  and the execution of definitive  agreements  satisfactory in
form and substance to the ESLGB.

            The amended RBC application contained a business plan that assumed a
confirmed Chapter 11 plan of  reorganization  ("POR") for the WPC Group. As part
of the POR, the Company has agreed  conditionally to make certain  contributions
(the  "WHX   Contributions")   to  the  reorganized   company.   Under  the  WHX
contributions,  the Company  would  forgo  repayment  of its claims  against the
debtors of approximately $39 million and, additionally,  would contribute to the
reorganized  company $20 million of cash,  for which the Company would receive a
note in the amount of $10 million.  The WHX Contributions  would be subject to a
number  of  conditions  including,  without  limitation,  that  (1)  the  POR be
satisfactory  to the Company in its sole and  absolute  discretion,  and (2) the
Company's   dispute  with  the  PBGC,   described  below,  be  resolved  to  the
satisfaction of the Company in its sole and absolute discretion.  As a result of
the Company's probable  obligation to fund $20.0 million to WPC, the Company has
recorded  a $20.0  million  charge as Equity in loss of WPC in the  accompanying
Consolidated Statement of Operations.

            On March 6, 2003, the Pension Benefit Guaranty  Corporation ("PBGC")
issued  its  Notice of  Determination  ("Notice")  and on March 7, 2003 the PBGC
published its Notice and filed a Summons and Complaint  ("Complaint")  in United
States  District  Court  for the  Southern  District  of New  York  seeking  the
involuntary  termination of the WHX Pension Plan ("WHX Pension Plan").  The PBGC
stated in its  Notice  that it took this  action  because  of its  concern  that
"PBGC's  possible  long-run  loss  with  respect  to the WHX  Pension  Plan  may
reasonably be expected to increase  unreasonably  if the WHX Pension Plan is not
terminated." WHX filed an answer to this complaint on March 27, 2003, contesting
the PBGC's action. The PBGC's action to terminate the WHX Pension Plan was taken
following  the  initial  rejection  on  February  28, 2003 by the ESLGB of RBC's
application for a $250 million federal loan guaranty.  As discussed  above,  the
ESLGB subsequently  conditionally  approved the loan. The PBGC has been notified
of the  subsequent  loan  guaranty  conditional  approval on March 26, 2003.  As
described above,  obtaining an acceptable resolution of the treatment of the WHX
Pension Plan is a condition to the loan guaranty. If an acceptable resolution is
not obtained on or before June 30, 2003,  then a condition to the loan  guaranty
will not have been satisfied. If the loan guaranty is not granted it is unlikely
that the present  Plan of  Reorganization,  filed with the  Bankruptcy  Court on
December  29,  2002,  will be  confirmed.  Furthermore,  it is doubtful  that an
alternative  plan could be confirmed in a reasonable  time frame  (although  WPC
management  has  indicated  that it would  attempt to pursue  such an  alternate
plan).  In either  case  there can be no  assurance  as to the future of the WPC
Group. In a press release,  the PBGC contends that the WHX Plan has roughly $300
million  in  assets  to cover  more than $443  million  in  benefit  liabilities
resulting  in  a  funding  shortfall  of  approximately  $143  million  (without
accounting for plant shutdown benefits).  Furthermore,  in a press release,  the
PBGC contends that plant shutdown  liabilities,  if they were to occur, could be
as much as $378 million.  WHX disputes the PBGC's calculation of liabilities and
shutdown   claims  since  the  actual  amount  of  these   liabilities   may  be
substantially less, based on alternative actuarial  assumptions.  However, there
can be no assurance that WHX's assertions will be accepted. If the PBGC's action

                                       47

is successful and the WHX Pension Plan is  terminated,  WHX expects that it will
be  subject  to a claim by the PBGC of at least  $143  million.  WHX  intends to
vigorously defend itself against such claims, but there can be no assurance that
WHX will prevail.  If the WHX Pension Plan were  terminated,  WHX believes it is
unlikely  that the present  Plan of  Reorganization,  filed with the  Bankruptcy
Court filed on December 29, 2002, will be confirmed. Furthermore, it is doubtful
that an alternative plan could be confirmed in a reasonable time frame (although
WPC  management  has indicated that it would attempt to pursue such an alternate
plan).  In either  case  there can be no  assurance  as to the future of the WPC
Group.  If a cessation of operations of the WPC Group or  termination of the WHX
Pension Plan were to occur, the  consequential  cash funding  obligations to the
WHX  Pension  Plan  would  have a  material  adverse  impact  on the  liquidity,
financial position and capital resources of the Company.

            Management  of the  Company  cannot  at  this  time  determine  with
certainty the ultimate outcome of the Chapter 11 proceedings or the related PBGC
action; however it is possible that the following outcomes could result, whether
upon the confirmation of the Plan of Reorganization as submitted or as it may be
amended or modified, or otherwise:

            a) The WPC Group could reorganize, and its creditors could receive a
               portion  of their  claims in cash or in stock of WPC or WPSC.  In
               such a  case,  the WHX  Group  would  have  little  or no  future
               ownership  in or  involvement  with the WPC  Group  (except  as a
               creditor) and the WHX Group's  future cash  obligations  to or on
               behalf of the WPC Group  would be minimal to none (other than the
               WHX Contributions, referred to above).

            b) The PBGC  could  prevail  in its  actions  to  terminate  the WHX
               Pension  Plan,  which  could  result  in a  partial  or  complete
               liquidation of the WPC Group. If such  liquidation were to occur,
               the Company could be responsible for significant early retirement
               pension  benefits.  In such a case, the PBGC would likely seek to
               enforce  claims for shutdown  liabilities  against the Company in
               addition  to the $143  million  claims  for  accumulated  benefit
               liabilities  referred to above.  The PBGC asserts  that  shutdown
               claims arising from a complete liquidation of the WPC Group would
               result in claims  against the Company as much as $378 million.  A
               shutdown  of only a portion of the WPC Group's  facilities  would
               generate shutdown liabilities in a lower amount. WHX disputes the
               PBGC's assertion with regard to each of their claims. If the PBGC
               were to prevail against the Company,  the PBGC could file a claim
               against  the  Company  in an  amount  from $143  million  to $521
               million, which it would be unable to fund.

            In  connection  with past  collective  bargaining  agreements by and
between  the WPC Group  and the  United  Steelworkers  of  America,  AFL-CIO-CLC
("USWA"), the WPC Group is obligated to provide certain medical insurance,  life
insurance,  disability  and  surviving  spouse  retirement  benefits  to retired
employees and their dependents ("OPEB  Obligations").  WHX is not a signatory to
any of these agreements.  However,  WHX has separately agreed to be contingently
liable for a portion of the OPEB Obligations.  WHX's contingent obligation would
be  triggered  in the event that the WPC Group was to fail to  satisfy  its OPEB
Obligations.  WHX's  contingent  obligation is limited to 25% of the Accumulated
Post-Retirement Benefit Obligation with respect to the WPC Group's employees and
retirees  represented  by the USWA.  WPSC's total OPEB  Obligation at January 1,
2003 is estimated to be $314.1 million. WHX has estimated that approximately 85%
of employees and retirees  entitled to such OPEB  Obligations are represented by
the USWA.

            WHX's  liability for OPEB  Obligations  exists only so long as (1) a
majority  of the  directors  of WPSC or WPC are  affiliated  with  WHX;  (2) WHX
controls the Board of Directors of WPSC or WPC through  appointment  or election
of a majority of such directors;  or (3) WHX,  through other means,  exercises a
level  of  control  normally  associated  with (1) or (2)  above.  If the POR is
confirmed,  WHX believes that its liability  for the OPEB  Obligations  would be
eliminated.

NOTE 4 - DISCONTINUED OPERATIONS

            On July 31, 2002, the Company sold the stock of Unimast,  its wholly
owned  subsidiary,  to Worthington  Industries,  Inc. for $95.0 million in cash.
Under the terms of the agreement,  the buyer assumed certain debt of Unimast. In
the  third  quarter,  the  Company  recognized  a  pre-tax  gain on the  sale of
approximately  $18.6  million.  The  gain  on  sale  is  net of  closing  costs,
transaction fees, employee related payments,  and other costs and expenses.  Net
cash  proceeds  from the sale,  after  escrow of $2.5  million,  closing  costs,
transaction fees,  employee related payments,  and other costs and expenses were
approximately $85.0 million.  The Company has applied the proceeds from the sale
to reduce other  corporate  debt  pursuant to the terms of the Indenture for the
Company's 10 1/2 % Senior Notes.

            As a result of the sale, the Consolidated  Financial  Statements and
related Notes for the periods presented herein reflect Unimast as a discontinued
operation.

                                       48

Operating results of discontinued operations were as follows:

                                           Year ended December 31
                                     2002 (a)     2001          2000
                                   -----------------------------------
(in thousands)

Net sales                          $ 150,997    $ 232,384    $ 239,276

Operating income                      17,652       11,410       14,860

Interest/ other income (expense)        (806)      (2,442)      (2,131)

Income taxes                           6,245        3,552        4,908

Net income                            10,601        5,416        7,821

(a) Seven month period ended 07/31/2002.

            Assets and liabilities of discontinued operations were as follows:

                                           December 31,
                                               2001
                                           ------------
                                          (in thousands)
Current Assets
  Cash                                     $     86
  Receivables                                22,773
  Inventory                                  29,556
  Other current assets                          814
Property, plant and equipment - net          36,101
Other long-term assets                       17,863
                                           --------

                        Total assets        107,193
                                           --------

Accounts payable and accrued liabilities     21,293
Long-term debt                               22,100
Other long-term liabilities                   6,618
                                           --------

                      Total liabilities      50,011
                                           --------

Net assets of discontinued operations      $ 57,182
                                           ========

NOTE 5 - BUSINESS RESTRUCTURING CHARGES

            During April 2002, the Company's  wholly owned  subsidiary,  Handy &
Harman,  decided to exit certain of its precious metal activities.  The affected
product lines were manufactured at H&H's Fairfield,  CT and East Providence,  RI
facilities.  The  decision  to exit these  operating  activities  resulted  in a
restructuring  charge of $12.0  million.  This charge  includes  $6.6 million in
employee  separation  expenses  (approximately 251 employees,  of which 213 were
terminated by January 1, 2003);  $0.6 million of  contractual  obligations,  and
$4.8 million in costs to close the facilities,  including  refining  charges for
inventory  remaining after operations ceased. In addition,  the Company incurred
$1.4 million of incremental costs in the second half of the year to maintain the
employee  base in order to fulfill  customer  orders and  complete  the shutdown
activities.  The  Company  estimates  that an  additional  $0.2  million of such
incremental costs will be incurred during the first half of 2003. Such costs are
not included in the aforementioned restructuring charge.

            As of December 31, 2002,  the Company has received  $8.5 million for
the sale of certain equipment associated with these facilities.  Included in the
Company's  Balance  Sheet as Assets Held For Sale at December 31, 2002, is $11.8
million  related to the  Fairfield,  CT property.  The sale of this  property is
expected to occur in 2003.

                                       49

            The following  table  represents the activity of this  restructuring
reserve during the year:

                                                                          Reserve
                                                                          Balance
                                        Initial  Additional    Cost     December 31,
                                        Reserve   Reserve    Incurred        2002
                                        -------  ----------  ---------  ------------
(in thousands)

Employee separation and related costs   $ 5,274   $ 1,362    $(5,278)   $ 1,358

Facility closing and refining costs       4,326       417     (3,626)     1,117

Contractual obligations                   1,100      (475)      (488)       137
                                        -------   -------    -------    -------

                                        $10,700   $ 1,304    $(9,392)   $ 2,612
                                        =======   =======    =======    =======

            In  September  2002,  the  Company  decided  to exit  certain of its
stainless steel wire activities. The affected operations are at H&H's facilities
in Liversedge, England and Willingboro, NJ. The decision to exit these operating
activities resulted in charges of $10.9 million, including restructuring charges
of $8.0 million.  The components of the $8.0 million  restructuring  charge are:
$2.8 million in employee  separation expenses  (approximately 121 employees,  of
which 108 were  terminated by January 1, 2003),  $4.8 million for the write-down
of production  supplies and  consumables  and facility  closing costs,  and $0.4
million in contractual obligations. The remainder of the charge amounted to $2.9
million  for the  write-down  of  inventory  to disposal  value.  This charge is
included in cost of sales. In addition, the Company will incur incremental costs
related to the restructuring in the range of $1.0 million to $1.5 million, above
the aforementioned  separation  expenses,  in the first half of 2003 to maintain
the employee  base in order to fulfill  customer  orders and  complete  shutdown
efforts.   Such  incremental  costs  are  not  included  in  the  aforementioned
restructuring charge. The Company anticipates cash proceeds in the range of $3.0
million  to $4.0  million  on the sale of  property,  plant and  equipment.  The
Company incurred accelerated  depreciation expense of approximately $3.4 million
on  equipment  values  during the fourth  quarter of 2002.  Additional  employee
separation accruals including the settlement of certain pension obligations will
be made in 2003 in the range of $1.0 million to $1.5 million.

            The following  table  represents the activity of this  restructuring
reserve during the year:

                                                                                    Reserve
                                                                                    Balance
                                                   Initial  Additional   Cost    December 31,
                                                   Reserve    Reserve   Incurred     2002
                                                   -------  ----------  -------- ------------
(in thousands)

Employee separation and related costs              $   460   $ 2,310    $(1,573)   $ 1,197

Writedown of production supplies and consumables
       and related facility closing costs            3,935       898     (3,592)     1,241

Contractual obligations                                643      (256)       (13)       374
                                                   -------   -------    -------    -------

                                                   $ 5,038   $ 2,952    $(5,178)   $ 2,812
                                                   =======   =======    =======    =======

            It is estimated that all of the accrued  restructuring costs for the
precious  metals and stainless  steel wire activities at December 31, 2002, will
be paid by the end of the second quarter 2003.

NOTE 6 - PENSIONS, OTHER POSTRETIREMENT AND POST-EMPLOYMENT BENEFITS

            The Company maintains  several  qualified and non-qualified  pension
plans and other postretirement  benefit plans covering  substantially all of its
employees.  The Company's pension,  health care benefit and significant  defined
contribution plans are discussed below. The Company's other defined contribution
plans are not significant individually or in the aggregate.

                                       50

PENSION PLANS

            The Company's  defined  benefit plan,  the WHX Pension Plan,  covers
substantially  all  WHX,  H&H  and  WPC  employees.  The WHX  Pension  Plan  was
established  in May 1998, as a result of the merger of the former Handy & Harman
plans, which covered substantially all H&H employees,  and the WPC plan. The WPC
plan,  covering  most USWA  represented  employees,  was  created  pursuant to a
collective bargaining agreement ratified on August 12, 1997. Prior to that date,
benefits   were   provided   through   a   defined    contribution   plan,   the
Wheeling-Pittsburgh  Steel  Corporation  Retirement  Security Plan  ("Retirement
Security Plan"). The assets of the Retirement Security Plan were merged into the
WPC plan as of December 1, 1997.  Under the terms of the WHX Pension  Plan,  the
benefit  formula and  provisions for the WPC and H&H  participants  continued as
they were designed under each of the respective plans prior to the merger.

             Pension  benefits  for the  H&H  participants  included  in the WHX
Pension  Plan are based on years of services and the amount of  compensation  at
the time of retirement.

             Pension  benefits  for the WPC  participants  include  both defined
benefit and defined contribution  features,  since the plan includes the account
balances from the Retirement  Security Plan. 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 the  benefits  payable from the
Retirement  Security  Plan and  benefits  payable  under by the Pension  Benefit
Guaranty  Corporation  from previously  terminated  plans.  Individual  employee
accounts  established  under the Retirement  Security Plan are maintained  until
retirement.  Upon retirement,  participants who are eligible for the WHX Pension
Plan and maintain RSP account balances,  will normally receive benefits from the
WHX Pension Plan. When these participants become eligible for benefits under the
Plan,  their  vested  balances in the RSP Plan become  assets of the WHX Pension
Plan. Aggregate account balances held in trust in individual employees' accounts
totaled $134.5 million at December 31, 2002.  Such individual  account  balances
can only be  utilized  to fund all or a portion of the  respective  individual's
total  pension  benefit as  determined  by the defined  benefit  plan's  benefit
formula.  These  assets  cannot be utilized  to fund any of the defined  benefit
plan's benefit obligation at December 31, 2002.

                The Company's funding policy is to contribute annually an amount
that satisfies the minimum funding standards of ERISA.

             In 1998,  WPC  established  a  supplemental  defined  benefit  plan
covering WPC 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 a  previously  terminated  defined  benefit
pension plan. This supplemental plan is not funded.

               In  addition  to the  WHX  Pension  Plan,  H&H  provides  pension
coverage for employees of its U.K.  subsidiary  through a separate plan governed
by U.K. statutory requirements.

                                       51

The following table presents a  reconciliation  of beginning and ending balances
of the projected benefit obligation.

                                               Domestic Plan            Foreign Plan
                                         ----------------------    ----------------------
                                           2002         2001          2002        2001
                                         ---------    ---------    ---------    ---------
                                                         (in thousands)

Benefit obligation at January 1          $ 314,093    $ 304,485    $   8,323    $   7,593
Service cost                                 6,472        6,142          211          225
Interest cost                               23,551       22,447          536          469
Actuarial (gain)/loss                       50,051       10,332          192          369
Benefits paid                              (26,153)     (25,771)        (203)        (109)
Plan amendments - implementation               239       (6,594)        --           --
Foreign currency exchange rate changes        --           --            967         (224)
Transfers from DC plans                      4,514        3,052         --           --
                                         ---------    ---------    ---------    ---------
Benefit obligation at December 31        $ 372,767    $ 314,093    $  10,026    $   8,323
                                         =========    =========    =========    =========

The following table presents a  reconciliation  of beginning and ending balances
of the fair value of plan assets.

                                               Domestic Plan              Foreign Plan
                                         ----------------------    ----------------------
                                             2002         2001          2002        2001
                                           ---------    ---------    ---------    ---------
                                                           (in thousands)

Fair value of plan assets at January 1     $ 319,392    $ 315,631    $   6,336    $   7,189
Actual returns on plan assets                  6,384       26,480       (1,650)        (760)
Benefits paid                                (26,153)     (25,771)        (203)        (109)
Employer contributions                          --           --            315          239
Foreign currency exchange rate changes          --           --            588         (223)
Transfers from DC plans                        4,514        3,052         --           --
                                           ---------    ---------    ---------    ---------
Fair value of plan assets at December 31   $ 304,137    $ 319,392    $   5,386    $   6,336
                                           =========    =========    =========    =========

Funded status                              $ (68,630)   $  (2,316)   $  (4,640)   $  (1,987)
Unrecognized prior service cost               40,228       45,758         --           --
Unrecognized actuarial (gain)/loss            54,250      (10,148)       5,134        2,405
Unrecognized transition obligation              --           --             43           42
                                           ---------    ---------    ---------    ---------
Net amount recognized                      $  25,848    $  33,294    $     537    $     460
                                           =========    =========    =========    =========

The following table provides the amount  recognized in the consolidated  balance
sheets as of December 31:

                                                          Domestic Plan          Foreign Plan
                                                      --------------------   --------------------
                                                        2002        2001       2002        2001
                                                      --------    --------   --------    --------
                                                                      (in thousands)

Prepaid pension asset                                 $ 25,848    $ 33,294   $    537    $    460
Additional minimum liability                           (89,255)       --       (4,473)       --
Intangible asset                                        40,228        --           42        --
Accumulated other comprehensive income - net of tax     31,868        --        2,880        --
Deferred tax asset                                      17,159        --        1,551        --
                                                      --------    --------   --------    --------
                                                      $ 25,848    $ 33,294   $    537    $    460
                                                      ========    ========   ========    ========

                                       52

The following table presents the components of net periodic pension cost.

                                                               Domestic Plan                      Foreign Plan
                                                     --------------------------------    --------------------------------
                                                       2002        2001        2000        2002        2001         2000
                                                     --------------------------------    --------------------------------
                                                                                (In thousands)

Service cost                                         $  6,472    $  6,142    $  5,511    $    211    $    225    $    453
Interest cost                                          23,551      22,447      21,869         536         469         409
Expected return on plan assets                        (28,346)    (30,386)    (29,729)       (461)       (559)       (676)
Amortization of prior service cost                      5,769       6,601       6,556        --          --          --
Recognized actuarial (gain)/loss                         --          (343)     (1,623)       --          --          --
Amortization of unrecognized transition obligation       --          --          --             4           4           3
                                                     --------    --------    --------    --------    --------    --------
                                                     $  7,446    $  4,461    $  2,584    $    290    $    139    $    189
                                                     ========    ========    ========    ========    ========    ========

The following table presents weighted-average assumptions at December 31,

                                       Domestic Plan             Foreign Plan
                                   ---------------------    ---------------------
                                   2002     2001   2000     2002    2001     2000
                                   ---------------------    ---------------------

Discount rate                      6.75%   7.25%   7.75%    5.60%   6.25%   6.50%
Expected return on assets  (A)     8.50%   9.25%  10.00%    7.00%   8.00%   8.50%
Rate of compensation increase      4.00%   4.00%   4.00%    3.40%   4.50%   4.50%

(A) - used in the determination of subsequent year's net pension expense

As more fully  discussed  in Note 3, the Pension  Benefit  Guaranty  Corporation
announced  its  intention on March 7, 2003, to seek to terminate the WHX Pension
Plan. If the PBGC were to prevail and the WHX Pension Plan were  terminated  the
resulting benefit  obligation  liability and the funded status of the Plan would
be materially different from the amounts shown above.

     In addition to the  aforementioned  benefit plans,  H&H has a non-qualified
pension plan for certain current and retired employees.

     The following  table  presents the amounts  recognized in the  Consolidated
Balance Sheets for this plan at December 31:

                                    2002       2001
                                  -------    -------
                                    (in thousands)

Projected benefit obligation      $(1,100)   $  (953)
Fair value of assets                 --         --
                                  -------    -------
Funded status                      (1,100)      (953)
Unrecognized prior service cost       255        168
Unrecognized loss                    (111)        24
                                  -------    -------
                                  $  (956)   $  (761)
                                  =======    =======

401(K) PLANS

             The  WPC  salaried  employees   participate  in  a  401(k)  defined
contribution plan. WPC matches 50% of the employee's  contribution,  and through
the date of the WPC  bankruptcy  (November 16, 2000) such matching  contribution
was made with shares of WHX common stock.  The employer  contribution is limited
to a maximum of 3% of an  employee's  salary.  The amount of such  contributions
charged to WPC operations for the period January 1 through November 16, 2000 was
$1.1 million.

             Certain H&H employees participate in an H&H sponsored savings plan,
which qualifies under Section 401(k) of the Internal  Revenue Code. This savings
plan allows eligible employees to contribute from 1% to 15% of their income on a

                                       53

pretax basis.  H&H matches 50% of the first 3% of the  employee's  contribution.
H&H's  contributions  are  invested  in shares of WHX  common  stock and  become
immediately  vested.  The  charge  to  operations  for  the  Company's  matching
contribution  amounted to  $494,000,  $597,000 and $529,000 for the years ending
2002, 2001 and 2000, respectively.

             The  number of shares of the  Company's  common  stock  held by the
401(k)  plans was 519,379;  374,249 and 294,289 at December  31, 2002,  2001 and
2000, respectively.

OTHER POSTRETIREMENT BENEFITS

              Certain  current  and  retired  employees  of Handy &  Harman  are
covered by  postretirement  medical benefit plans. The benefits provided are for
medical  and  prescription   drugs.   Contributions   from  a  majority  of  the
participants  are required and for those  retirees  and spouses,  the  Company's
payments are capped.

               The following  table presents a  reconciliation  of beginning and
ending  balances of the  Accumulated  Other  Postretirement  Benefit  Obligation
("APBO").

                                      2002                    2001
                                    -------                -------
                                             (in thousands)
APBO at January 1,                  $ 7,060                $ 7,987
Service cost                             19                     26
Interest cost                           490                    530
Actuarial (gain) loss                    83                   (575)
Plan amendments                          10                   --
Benefits paid                          (658)                  (908)
Curtailments                            403                   --
                                    -------                -------
APBO at December 31,                $ 7,407                $ 7,060
                                    =======                =======

The above H&H other post-retirement benefit plans are unfunded.

      As a result of the  deconsolidation  of the WPC Group, the APBO of the WPC
Group is excluded from the WHX Consolidated Financial Statements.  See Note 3 to
the Consolidated Financial Statements.

                                       54

The following table presents the weighted average assumptions at December 31,

                                        2002       2001        2000
                                       ------     ------      ------
Discount rate                           6.75%      7.25%       7.75%
Expected return on assets                   -          -           -
Health care cost trend rate            12.00%      8.00%       9.00%

The following table presents the amounts recognized in the Consolidated  Balance
Sheets as of December 31.

                                                         2002                   2001
                                                       -------                -------
                                                                (in thousands)
Funded status                                          $(7,407)               $(7,060)
Unrecognized prior service cost (credit)                    10                    251
Unrecognized actuarial gain                               (431)                  (739)
                                                       -------                -------
Net amount recognized                                  $(7,828)               $(7,548)
                                                       =======                =======

The following table presents the components of net periodic benefit cost.

                                                   2002                    2001                    2000(a)
                                                 --------                --------                --------
                                                                        (in thousands)
Service cost                                     $     19                $     26                $  1,855
Interest cost                                         490                     530                  17,753
Expected return on plan assets                       --                      --                      --
Amortization of prior service cost                    177                     178                  (3,428)
Amortization of net (gain)                            (28)                    (39)                   --
Recognized acturial gain                             --                      --                    (6,282)
Curtailment loss                                      280                    --                      --
                                                 --------                --------                --------
Net periodic benefit cost                        $    938                $    695                $  9,898
                                                 ========                ========                ========

(a)  Includes  a pro rata  portion of the  annual  WPC  amounts to reflect  such
amounts through November 16, 2000.

     At December 31, 2002, the health care cost trend rate was 12% decreasing to
an ultimate  rate of 5% beginning in 2007. A one  percentage  point  increase in
healthcare  cost  trend  rates  in each  year  would  increase  the  accumulated
postretirement  benefit  obligation  as of December 31, 2002 by $110,000 and the
aggregate  of the  service  cost and  interest  cost  components  of 2002 annual
expense by $17,000.  A one percentage  point  decrease in healthcare  cost trend
rates  in each  year  would  decrease  the  accumulated  postretirement  benefit
obligation  as of December 31, 2002 by $99,000 and the  aggregate of the service
cost and interest cost components of 2002 annual expense by $12,000.

                                       55

NOTE 7 - INCOME TAXES
                                                                   Year ended December 31,
                                                            2002            2001             2000
                                                          --------         --------         --------
                                                                          (in thousands)

Income Taxes From Continuing Operations
Current
                  Federal tax provision                   $   --           $   --           $   --
                  State tax provision                        1,510              490            2,068
                  Foreign tax provision                        376              771              436
                                                          --------         --------         --------
                        Total income taxes current           1,886            1,261            2,504
                                                          --------         --------         --------
Deferred
                  Federal tax provision (benefit)          (26,001)         (30,130)          66,188
                  State tax provision                         --               --               --
                                                          --------         --------         --------
Income tax provision (benefit)                            $(24,115)        $(28,869)        $ 68,692
                                                          ========         ========         ========

Total Income Taxes
Current
                  Federal tax provision                   $   --           $   --           $   --
                  State tax provision                        2,359              885            2,521
                  Foreign tax provision                        376              771              436
                                                          --------         --------         --------
                                                             2,735            1,656            2,957
                                                          --------         --------         --------
Deferred
                  Federal tax provision (benefit)          (13,719)         (26,973)          70,643
                  State tax provision                         --               --               --

                                                          --------         --------         --------
Income tax provision (benefit)                            $(10,984)        $(25,317)        $ 73,600
                                                          ========         ========         ========

Components of Total Income Taxes
Continuing operations                                     $(24,115)        $(28,869)        $ 68,692
Discontinued operations                                     13,131            3,552            4,908
                                                          --------         --------         --------
Income tax provision (benefit)                            $(10,984)        $(25,317)        $ 73,600
                                                          ========         ========         ========

Deferred  income taxes result from temporary  differences in the financial basis
and tax basis of assets and  liabilities.  The  amounts  shown on the  following
table represent the total  differences  between the Company's  consolidated  tax
return basis of assets and liabilities and the basis for financial reporting.

                                       56

Deferred Income Tax Sources
                                                                   2002          2001
                                                                  -------       -------
                                                                       (in millions)

Assets
Postretirement and postemployment employee benefits               $   2.7       $   2.7
Operating loss carryforwards                                         28.9          24.7
Minimum tax credit carryforwards (indefinite carryforward)            0.8           0.8
Additional minimum pension liability                                 18.7           --
Miscellaneous other                                                   1.5           --
                                                                  -------       -------
Deferred Tax Assets                                               $  52.6       $  28.2
                                                                  =======       =======

Liabilities
Property plant and equipment                                      $ (12.3)      $ (14.0)
Inventory                                                            (6.4)         (9.0)
Pension                                                              (9.1)        (11.7)
State income taxes                                                   (1.5)         (3.0)
Miscellaneous other                                                   --           (0.3)
                                                                  -------       -------
Deferred Tax Liability                                              (29.3)        (38.0)
                                                                  -------       -------

Valuation Allowance                                                  (5.4)         (2.4)
                                                                  -------       -------

Net Deferred Income Tax Asset (Liability)                         $  17.9       $ (12.2)
                                                                  =======       =======

             As a  result  of  the  Settlement  Agreement  (See  Note  3 to  the
Consolidated   Financial   Statements)  with  the  WPC  Group  and  the  related
termination of the Tax Sharing Agreement,  the Company recognized a benefit from
net operating losses of $13.6 million at December 31, 2001, which was previously
fully  reserved.  In 2002, the Company  recognized a tax benefit of $4.5 million
from net operating loss  carryforwards  of the WPC Group of $12.9  million.  Net
operating loss  carryforwards  of the WPC Group  amounting to $410.0 million and
$413.2  million are not reflected in the above table as of December 31, 2002 and
2001,  respectively.  Alternative Minimum Tax credits of the WPC Group amounting
to $14.5  million are not  reflected  in the above table as of December 31, 2002
and 2001, respectively.

             The WPC Group,  for tax return purposes,  is consolidated  with WHX
and its other subsidiaries.  At December 31, 2002, WHX has $477.0 million of net
operating  tax loss  carryforwards  of which $410.0  million  pertain to the WPC
Group   operations  and  for  which  no  benefit  has  been  recognized  in  the
accompanying consolidated financial statements.

             The WPC Group operating loss carryforwards  expire between 2005 and
2021 and the tax credit  carryforwards  expire  between  2003 and 2010.  WHX can
utilize these  operating loss and credit  carryforwards  to reduce future income
tax  liabilities,  so long as WPC remains a member of the WHX  consolidated  tax
return.  However,  management  at the  present  time does not  believe  that any
benefit from these  carryforwards will be realized since the ultimate resolution
of the Bankruptcy Filing cannot be determined.

             During  2000,  the  Company  adjusted  its tax  accounts,  the most
significant of which related to the reversal of prior year  provisions for taxes
that are  deemed no longer  required.  The total  adjustment  amounted  to $32.9
million of which $7.6  million was  credited to goodwill  and $25.3  million was
credited to income tax expense.

             Deferred  income taxes have not been provided on the  undistributed
earnings  of  foreign  subsidiaries  and other  foreign  investments  carried at
equity. These earnings have been substantially reinvested,  and the Company does
not plan to  initiate  any action that would  precipitate  the payment of income
taxes thereon.

             During 1994, the Company experienced an ownership change as defined
by Section  382 of the  Internal  Revenue  Code.  As the  result of this  event,
pre-change  of  control  net  operating  losses  that  can  be  used  to  offset
post-change  of control  pre-tax  income  will be limited to  approximately  $32
million in any year.  Post-change of control net operating losses do not have an
annual offset limitation.

             Total federal and state income taxes paid in 2002, 2001 and 2000 by
continuing  operations  were  $0.2  million,  $1.4  million,  and $2.8  million,
respectively.

             For federal  income tax purposes,  the statute of  limitations  for
audit by the  Internal  Revenue  Service  ("IRS") is open for years 1999 through
2002. Management believes it has adequately provided for all taxes on income.

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

                                       57

                                                                                    Year Ended December 31,
                                                                 ----------------------------------------------
                                                                   2002             2001              2000
                                                                 ----------------------------------------------
                                                                                (in thousands)

Income (loss)  before taxes and extraordinary item               $ (36,111)        $  66,836         $(120,174)
                                                                 =========         =========         =========
Tax provision (benefit)  at statutory rate                       $ (12,639)        $  23,393         $ (42,061)
Increase (decrease)  in tax due to:
           Equity earnings                                             (34)              (89)           (1,525)
           Equity in loss of WPC                                     7,000
           Goodwill amortization                                      --               2,289             2,530
           Other permanent differences                                (127)            1,339              --
           State income tax net of federal effect                    1,510               172             1,344
           Change in valuation allowance                             3,000               500           133,823
           Net effect of foreign tax rate                              456               101              (582)
           Benefit of current year losses of
             non-consolidated subsidiary (WPC)                     (16,662)          (44,388)             --
           Benefit of net operating loss carryforwards of
             non-consolidated subsidiary (WPC)                      (4,520)             --                --
           Recognition of AMT credit                                (1,655)             --                --
           Recognition of NOLs available due to
             termination of WPC Tax Sharing Agreement                 --             (13,642)             --
           Adjustment of prior year's tax                             --                --             (25,288)
           Other                                                      (444)            1,456               451
                                                                 ---------         ---------         ---------

Tax provision (benefit)                                          $ (24,115)        $ (28,869)        $  68,692
                                                                 =========         =========         =========

                                       58

NOTE 8 -  SHORT TERM INVESTMENTS

The composition of the Company's short-term investments are as follows:

                                                  Year Ended December 31,
                                                 ------------------------
                                                   2002            2001
                                                 --------        --------
                                                     (in thousands)

             Trading Securities:
             U. S. Treasury Securities           $200,625        $130,235
             Reverse Repurchase Agreement            --           105,000
             Equities                               4,650           9,540
             Other                                   --               108
                                                 --------        --------
                                                 $205,275        $244,883
                                                 ========        ========

             These  investments are subject to price volatility  associated with
any interest-bearing  instrument.  Fluctuations in general interest rates affect
the value of these investments.

             Net unrealized  holding gains and losses on trading securities held
at period end and included in other income for 2002 and 2001 were a loss of $4.9
million and $12.3  million,  respectively.  At December  31, 2002 and 2001,  the
Company had short-term  margin  borrowings of $107.9 million and $110.9 million,
respectively related to the short-term investments.

             In   2000,    the   Company    reclassified    $19.6   million   of
available-for-sale  investments to the trading  category and recorded a realized
loss  upon  the  subsequent   sale  of  $13.1  million.   As  a  result  of  the
reclassification,  the Company recorded a favorable reclassification  adjustment
within other  comprehensive  income of $7.2 million,  net of related  income tax
benefit of $3.9 million.

             During the year ended  December 31, 2002 and 2001, the Company used
short-term borrowings in connection with its short-term investing activities. At
December 31 2002 and 2001 WHX had  short-term  borrowings of $107.9  million and
$110.9 million, respectively in support of WHX's short-term investments.

NOTE 9 - INVENTORIES
                                                                            Year Ended December 31,
                                                                          -------------------------
                                                                            2002             2001
                                                                          --------         --------
                                                                                (in thousands)

Finished products                                                         $ 13,067         $ 17,134
In-process                                                                  11,291           13,854
Raw materials                                                               19,925           19,251
Fine and fabricated precious metal in various stages of completion          25,322           36,027
                                                                          --------         --------
                                                                            69,605           86,266
LIFO reserve                                                                  (684)            (987)
                                                                          --------         --------
                                                                          $ 68,921         $ 85,279
                                                                          ========         ========

               During 2002,  2001 and 2000,  certain  inventory  quantities were
reduced,  resulting in  liquidations  of LIFO  inventories,  the effect of which
increased  (decreased)  pre-tax income by  approximately,  $0.2 million,  $(0.4)
million, and $(1.2) million in 2002, 2001 and 2000, respectively.  The operating
income for 2001 includes a non-cash  charge  resulting from the lower of cost or
market adjustment to precious metal inventories in the amount of $3.3 million.

               Certain customers and suppliers of the H&H Precious Metal Segment
choose to do business on a "pool" basis.  That is, to furnish  precious metal to
H&H for return in  fabricated  form  (customer  metal) or for  purchase  from or
return to the  supplier.  When the  customer's  precious  metal is  returned  in
fabricated  form,  the customer is charged a  fabrication  charge.  The value of
consigned  precious metal is not included in the Company's balance sheet. To the
extent that the  quantity of customer and supplier  precious  metal,  as well as
precious metal owned by the Company,  does not meet operating needs, the Company
can lease precious metal through its Consignment Facility. At December 31, 2002,
4,675,000  ounces of silver and 6,200  ounces of gold were leased to the Company
under the Consignment Facility. The weighted-average consignment rates under the
Consignment  Facility for gold were 2.0% and 2.9% at December 31, 2002 and 2001,
respectively  and for silver  2.1% and 5.9% per annum at  December  31, 2002 and

                                       59

2001,  respectively,  based on the market value of the related  leased  precious
metal.

     The  following  table   summarizes   customer  and  leased  precious  metal
quantities:

                                              Year Ended December 31
                                     --------------------------------------
                                        2002                        2001
                                     ---------                    ---------
Silver ounces:
  Customer metal                       191,000                    1,382,000
  Leased                             4,675,000                    2,700,000
                                     ---------                    ---------
        Total                        4,866,000                    4,082,000
                                     =========                    =========

   Gold ounces:
  Customer metal                         4,240                        4,200
  Leased                                 6,200                        8,600
                                     ---------                    ---------
        Total                           10,440                       12,800
                                     =========                    =========

Palladium ounces:
  Customer metal                         1,171                        1,414
                                     =========                    =========

Supplemental inventory information:

                                                  Year Ended December 31

                                                 2002                2001
                                           --------------     --------------
                                            (in thousands, except per ounce)

Precious metals stated at LIFO cost        $       24,638     $       33,739
Market value per ounce:
   Silver                                  $        4.790     $        4.650
   Gold                                    $       344.80     $       276.50
   Palladium                               $       239.00     $       440.00

NOTE 10 - PROPERTY, PLANT AND EQUIPMENT

                                                     Year Ended December 31
                                                   --------------------------
                                                     2002              2001
                                                   --------          --------
                                                         (in thousands)

Land                                               $  9,185          $ 16,105
Buildings, machinery and equipment                  126,937           169,948
Construction in progress                              5,256             2,450
                                                   --------          --------
                                                    141,378           188,503
Accumulated depreciation and amortization            33,788            53,580
                                                   --------          --------
                                                   $107,590          $134,923
                                                   ========          ========

        Depreciation expense for continuing  operations for the years 2002, 2001
and 2000 was $20.1  million,  $16.3 million,  and $16.0  million,  respectively.
Included  in  depreciation  expense  for 2002 is $3.4  million  in  accelereated
depreciation on equipment values related to the exit of certain  stainless steel
wire activities. (See Note 5 to the Consolidated Financial Statements).

                                       60

NOTE 11 - LONG-TERM DEBT
                                                          Year Ended December 31
                                                       --------------------------
                                                         2002               2001
                                                       --------          --------
(IN THOUSANDS)

Senior Notes due 2005, 10 1/2%                         $110,504          $245,059
Handy & Harman Senior Secured Credit Facility       130,465           168,155
Unimast Revolving Credit Agreement                         --              11,045
Other                                                     8,737             8,195
                                                       --------          --------
                                                        249,706           432,454
Less portion due within one year                           --                --
                                                       --------          --------
Total long-term debt                                   $249,706          $432,454
                                                       ========          ========

            The fair value of  long-term  debt at December 31, 2002 and 2001 was
$219,321 and $313,524,  respectively.  Fair value of long-term debt is estimated
based on trading in the public market and current  market rates for similar debt
instruments.

            Long-term  debt  maturing  in  each of the  next  five  years  is as
follows: 2003, $11,250; 2004, $22,226; 2005, $135,504;  2006, $80,726; 2007, $0.
The Company has the ability, under its revolving credit facility (see discussion
below) and the intent to refinance on a long-term  basis the current  portion of
its outstanding indebtedness.  Accordingly, the Company has reclassified current
portions of  long-term  debt  amounting  to $11.3  million and $10.3  million as
long-term debt as of December 31, 2002 and 2001, respectively.

            A summary of the financial agreements at December 31, 2002 follows:

WHX CORPORATION 10 1/2% SENIOR NOTES DUE 2005:

            On April 7, 1998,  WHX issued $350  million  principal  amount of 10
1/2% Senior Notes ("Notes"),  which replaced  privately placed notes of the same
amount.  Interest on the Notes is payable  semi-annually on April 15 and October
15 of each year,  commencing  October 15,  1998.  The Notes  mature on April 15,
2005.

            The Notes are  redeemable at the option of WHX, in whole or in part,
on or after  April 15, 2002 at  specified  prices,  plus  accrued  interest  and
liquidated damages, if any, thereon to the date of redemption.

            Upon the occurrence of a Change of Control (as defined), the Company
will be required to make an offer to repurchase all or any part of each holder's
Notes  at 101% of the  principal  amount  thereof,  plus  accrued  interest  and
liquidated damages, if any, thereon to the date of repurchase.

            The Notes are unsecured  obligations of WHX, ranking senior in right
of payment to all existing and future subordinated indebtedness of WHX, and pari
passu with all existing and future senior unsecured indebtedness of WHX.

            The  Notes  indenture,  dated  as of April  7,  1998  ("Indenture"),
contains  certain  covenants,  including,  but not  limited to,  covenants  with
respect  to:  (i)  limitations  on  indebtedness  and  preferred   stock;   (ii)
limitations  on restricted  payments;  (iii)  limitations on  transactions  with
affiliates;  (iv) limitations on liens; (v) limitations on sales of assets; (vi)
limitations on dividends and other payment restrictions affecting  subsidiaries;
and (vii) restrictions on consolidations, mergers and sales of assets.

            During  2001,  the  Company  purchased  and  retired  $36.4  million
aggregate  principal  amount of the Notes in the open market resulting in a gain
of $19.0 million.

            During  2002,  the  Company  purchased  and retired  $134.6  million
aggregate  principal  amount of Senior  Notes in the open market  resulting in a
gain of $42.5 million.

            During  the period  January  1, 2003  through  March 31,  2003,  the
Company purchased and retired $5.7 million aggregate  principal amount of Senior
Notes in the open market for $4.5 million

            On October 4, 2000, WHX  successfully  completed a  solicitation  of
consents  from  holders  of the  Notes  to amend  certain  covenants  and  other
provisions of the Indenture.  The  amendments are set forth in the  Supplemental
Indenture and provide,  among other things,  for amendments to certain covenants
which  restrict  the  Company's  ability  to  make  restricted  payments,  incur
additional  indebtedness,  make permitted  investments or utilize  proceeds from
asset sales. The Supplemental  Indenture  prohibited the payment of dividends on
the  Company's  preferred  stock until  October 1, 2002,  at the  earliest,  and
thereafter only in the event that the Company satisfies  certain  conditions set
forth  in  the  Indenture,  as  amended  by  the  Supplemental  Indenture.  Such
conditions  were not  satisfied  as of  December  31,  2002.  In  addition,  the
amendments  remove as events of default  under the Indenture  those  relating to
defaults under any mortgage,  indenture or instrument by, judgments  against and

                                       61

bankruptcy,  insolvency  and related  filings and other events of WPC, or any of
its direct or indirect subsidiaries.  Accordingly,  the Bankruptcy Filing is not
an event of default under the Notes.  In connection  with the  solicitation  WHX
made a payment equal to 2% of the principal amount of the Notes ($20 in cash for
each $1,000 principal amount of Notes) to each holder of Notes whose consent was
received and accepted prior to the expiration  date.  Such payments  amounted to
$5.5 million and will be amortized to interest  expense over the remaining  term
of the  Notes.  The PBGC  action  discussed  in Note 3 could lead to an event of
default  with  respect to the H&H Credit  Facilities  (see  below),  which could
result in an event of default under the Notes.

HANDY & Harman Senior Secured Credit Facility

            On July 30, 1998,  H&H entered into a $300  million  Senior  Secured
Credit facility ("Facilities") with Citibank, N.A., as agent. The Facilities are
comprised of (i) a $100 million 6-year  Revolving  Credit  Facility,  (ii) a $25
million Delayed Draw Term Loan Facility (now expired) (iii) a $50 million 6-year
Term Loan A  Facility,  and (iv) a $125  million  8-year  Term Loan B  Facility.
Interest  under the Facilities is calculated at a rate  determined  either using
(i) the Citibank prime rate or (ii) LIBOR,  plus the Applicable Margin in effect
from time to time.  Applicable Margin means a percentage per annum determined by
reference  to the total  leverage  ratio of H&H. The rates in effect at December
31,  2002 are (a) in the case of the Term A Facility  and the  Revolving  Credit
Facility,  calculated  at  LIBOR +  1.50%  and  (b) in the  case  of the  Term B
facility,  calculated  at LIBOR + 2.25%.  Borrowings  under the  Facilities  are
collateralized  by the pledge of 100% of the capital  stock of all H&H's  active
U.S.  subsidiaries  and 65% of the  stock of  H&H's  non-U.S.  subsidiaries.  In
addition,  H&H provided a perfected first priority lien on and security interest
in substantially all the assets of H&H and its subsidiaries. The Facilities have
certain   financial   covenants   restricting   indebtedness,   liens  and  cash
distributions  that can be made to WHX. Certain financial  covenants  associated
with leverage,  fixed charge coverage,  capital  spending and interest  coverage
must be maintained. In 2002 and 2001, H&H received capital contributions of $5.0
million  and  $6.3  million,  respectively,  from  WHX in  order  to  remain  in
compliance with certain of these financial  covenants.  Such funds were utilized
to reduce  H&H debt.  At  December  31,  2002,  H&H was in  compliance  with all
covenants. In April 2002, H&H entered into an interest rate swap to convert $100
million of its variable-rate debt to a fixed rate with Citibank,  N.A. New York.
The fixed rate is 4.79%,  effective  January 1, 2003 with a termination  date of
July 1, 2004.  At December 31, 2002,  the Company has  recognized a $4.8 million
unrealized  loss on this interest rate swap. In September 2000, H&H entered into
a cancelable  interest-rate  swap to convert  $125 million of its  variable-rate
debt to a fixed rate with  Citibank,  N.A.,  New York.  The fixed rate was 6.75%
percent,  effective  October 1, 2000,  with a termination  date of September 30,
2001.  Borrowings  outstanding under the Facilities at December 31, 2002 totaled
$130.5 million. Letters of credit outstanding under the facilities totaled $24.5
million at December 31, 2002.

            As discussed  in Note 3, on March 7, 2003,  the PBGC  published  its
Notice  and  filed a  Complaint  in the  United  States  District  Court for the
Southern  District of New York seeking the  involuntary  termination  of the WHX
Pension Plan. On March 11, 2003  H&H  informed its lenders that the PBGC
action may be an occurrence that would preclude  H&H from making certain
representations  to the lenders (as required by the  Facilities)  in  connection
with future  borrowings.  H&H  has elected not to borrow any  additional
funds  against the  Facilities  until such time as the PBGC action is  resolved.
H&H  believes that it has adequate  cash on hand, or available  from WHX
should the need arise,  to meet its operating  needs for the next twelve months.
If the PBGC  action is  upheld  and the WHX  Pension  Plan is  terminated,  such
termination  would  constitute  an event of  default  under the  Facilities.  If
H&H  is  unable  to cure the  default  or  obtain  an  amendment  to the
Facilities,   it  could  lead  to  a  cancellation  of  the  Facilities  and  an
acceleration  of the outstanding  borrowings.  If the lenders were to accelerate
the  obligations  under the  Facilities it would have a material  adverse effect
upon the liquidity,  financial position and capital resources of H&H. In
addition the  acceleration of the H&H  obligations  would be an event of
default  under WHX's 10 1/2% Senior  Notes.  Upon the  occurrence of an event of
default,  the  trustee  or the  holders of 25% in  principal  amount of the then
outstanding   notes  could  accelerate  the  10  1/2%  Senior  Notes.  Any  such
acceleration would have a material adverse effect upon the liquidity,  financial
position and capital resources of WHX.

RESTRICTED NET ASSETS OF SUBSIDIARIES

            As  described  above  the  Handy & Harman  loan  agreement  contains
provisions restricting cash payments to WHX. The agreement allows the payment of
management  fees,  income taxes pursuant to a tax sharing  agreement and certain
other expenses.  In addition dividends may be paid under certain conditions.  At
December 31, 2002,  the net assets of H&H amounted to $206.1  million,  of which
approximately  $1.0 million was not restricted as to the payment of dividends to
WHX.

                                       62

Interest Cost

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

                                      2002            2001              2000
                                    -------          -------          -------
                                                (in thousands)

Aggregate interest expense          $27,257          $46,969          $83,899
Less: Capitalized interest             --               --              4,953
                                    -------          -------          -------
Interest expense                    $27,257          $46,969          $78,946
                                    =======          =======          =======
Interest paid                       $27,358          $45,555          $73,315
                                    =======          =======          =======

NOTE 12 - STOCKHOLDERS' EQUITY

            The authorized capital stock of WHX consists of 60,000,000 shares of
Common Stock,  $.01 par value, of which 5,405,856  shares were outstanding as of
December 31, 2002, and 10,000,000  shares of Preferred Stock, $.10 par value, of
which  2,573,926  shares of Series A Convertible  Preferred  Stock and 2,949,000
shares of Series B Convertible  Preferred Stock were  outstanding as of December
31, 2002.

SERIES A CONVERTIBLE PREFERRED STOCK AND SERIES B CONVERTIBLE PREFERRED STOCK

            In July  1993,  the  Company  issued  3,000,000  shares  of Series A
Convertible  Preferred  Stock for net  proceeds of $145  million.  On October 4,
2000,  pursuant to a solicitation of consents from holders of its 10 1/2% Senior
Notes,  certain covenants and other provisions of the indebtedness were amended.
The Supplemental  Indenture prohibited the payment of dividends on the Company's
preferred  stock until October 1, 2002, at the earliest,  and thereafter only in
the  event  that the  Company  satisfies  certain  conditions  set  forth in the
Indenture,  as amended by the Supplemental  Indenture.  Such conditions were not
satisfied  as of  December  31,  2002.  Dividends  on the shares of the Series A
Convertible  Preferred Stock are cumulative and are payable quarterly in arrears
on January 1, April 1, July 1 and October 1 of each year,  in an amount equal to
$3.25 per share per annum.

            Each  share  of  the  Series  A  Convertible   Preferred   Stock  is
convertible  at the  option of the  holder  thereof  at any time into  shares of
Common Stock of the Company,  par value $.01 per share,  at a conversion rate of
1.0562 shares of Common Stock for each share of Series A  Convertible  Preferred
Stock, subject to adjustment under certain conditions.

            The Series A Convertible Preferred Stock is redeemable at the option
of the Company,  in whole or in part,  for cash,  initially at $52.275 per share
and thereafter at prices declining ratably to $50 per share on and after July 1,
2003, plus in each case accrued and unpaid dividends to the redemption date. The
Series A  Convertible  Preferred  Stock is not  entitled  to the  benefit of any
sinking fund. During 2002 and 2001, 40,300 and 293,599 shares  respectively were
converted into Common Stock. There were no conversions in 2000.

            The  Company  issued   3,500,000  shares  of  Series  B  Convertible
Preferred Stock in September 1994 for net proceeds of $169.8 million. On October
4, 2000,  pursuant to a  solicitation  of consents  from  holders of its 10 1/2%
Senior Notes,  certain  covenants and other provisions of the indebtedness  were
amended.  The Supplemental  Indenture prohibited the payment of dividends on the
Company's preferred stock until October 1, 2002, at the earliest, and thereafter
only in the event that the Company satisfies certain conditions set forth in the
Indenture,  as amended by the Supplemental  Indenture.  Such conditions were not
satisfied  as of  December  31,  2002.  Dividends  on the shares of the Series B
Convertible  Preferred  Stock,  are  cumulative,  and are payable  quarterly  in
arrears on January 1, April 1, July 1 and  October 1 of each year,  in an amount
equal to $3.75 per share per annum.

            Each  share  of  the  Series  B  Convertible   Preferred   Stock  is
convertible  at the  option of the  holder  thereof  at any time into  shares of
Common Stock of the Company,  par value $.01 per share,  at a conversion rate of
0.8170 shares of Common Stock for each share of Series B  Convertible  Preferred
Stock, subject to adjustment under certain conditions.

            The Series B Convertible Preferred Stock is redeemable at the option
of the Company,  in whole or in part,  for cash,  initially at $52.625 per share
and thereafter at prices declining ratably to $50 per share on and after October
1, 2004, plus in each case accrued and unpaid  dividends to the redemption date.
The Series B Convertible  Preferred  Stock is not entitled to the benefit of any
sinking fund.  During 2002 and 2001, 7,700 and 18,400 shares,  respectively were
converted into Common Stock. There were no conversions in 2000.

                                       63

            In 2001 and  2000,  the  Company  accrued  undeclared  dividends  in
arrears of $19.3 million and $5.1 million,  respectively for Series A and Series
B Convertible  Preferred  Stock.  The undeclared  dividends should not have been
accrued and,  accordingly,  the Company has restated  its  Consolidated  Balance
Sheet,  and  Statement  of Changes  in  Stockholder's  Equity and  Comprehensive
Income. For 2001 and 2000, retained earnings has been increased by $24.4 million
and $5.1 million respectively,  with a corresponding decrease in liabilities. At
December  31, 2002,  dividends  in arrears to Series A and Series B  Convertible
Preferred  Shareholders  were $18.8  million  and $24.9  million,  respectively.
Presently,  management  believes  that it is not likely that the Company will be
able to pay these dividends in the foreseeable future.

REDEEMABLE COMMON STOCK

            As of December 31, 2000 certain present and former  employees of the
WPC Group hold, through an Employee Stock Ownership Plan ("ESOP"), 81,502 shares
of common stock of WHX. These employees received such shares as part of the 1991
Chapter 11 Plan of  Reorganization  in exchange for Series C preferred shares of
Wheeling-Pittsburgh  Steel Corporation (WPC's  predecessor  company prior to the
1990 bankruptcy).  Beneficial owners of such shares who were active employees on
August 15, 1990 and who have either  retired,  died or become  disabled,  or who
reach 30 years of  service,  may sell their  shares to the Company at a price of
$45 or, upon qualified retirement,  $60 per share. These contingent  obligations
are expected to extend over many years,  as participants in the ESOP satisfy the
criteria for selling shares to the Company.  In addition,  each  beneficiary can
direct the ESOP to sell any or all of its common  stock into the public  markets
at any time;  provided,  however,  that the ESOP will not on any day sell in the
public  markets  more than 20% of the  number of shares of Common  Stock  traded
during the previous day. As a result of the  Settlement  Agreement  discussed in
Note 3 of the Notes to the Consolidated Financial Statements,  the liability for
redeemable common shares was assumed by WPC, accordingly  participants will sell
their shares to WPC. The ESOP held  approximately  67,000 shares of Common Stock
of WHX at December 31, 2002.

2001 STOCK OPTION PLAN

            The WHX  Corporation  2001  Stock  Option  Plan  ("2001  Plan"),  is
intended to assist the Company in securing  and  retaining  in the employ of the
Company (and any subsidiary to the Company)  directors,  officers,  consultants,
advisors and employees by allowing them to  participate in the ownership and the
development and financial  success of the Company through the grant of incentive
and non-qualified options (collectively, the "Options"). Incentive stock options
granted  under the Option Plan are intended to be "Incentive  Stock  Options" as
defined by Section 422 of the Code.

            An  aggregate of 500,000  shares of Common Stock have been  reserved
for  issuance  upon  exercise of Options  under the 2001 Plan.  The 2001 Plan is
administered by a committee ("Committee") consisting of two or more non-employee
members of the Board of  Directors.  The term of Options  granted under the 2001
Plan may not  exceed 10 years  (five  years in the case of an  incentive  Option
granted to an optionee  owning more than 10% of the voting  stock of the Company
(a"10% Holder)). The Option price for Options shall not be less than 100% of the
fair  market  value of the  shares  of  Common  Stock at the time the  Option is
granted;  provided,  however,  that with respect to an incentive  option, in the
case of a 10%  Holder,  the  purchase  price per share shall be at least 110% of
such fair market value.  The aggregate fair market value of the shares of Common
Stock as to which an optionee may first exercise  incentive stock options in any
calendar  year may not  exceed  $100,000.  Payment  for  shares  purchased  upon
exercise  of  Options  is to be made in  cash,  but,  at the  discretion  of the
Committee, may be made by delivery of other shares of Common Stock of comparable
value.

1991 STOCK OPTION PLAN

            The WHX Corporation Stock Option Plan ("1991 Plan"), as amended,  is
intended  to assist the Company in  securing  and  retaining  key  employees  by
allowing them to participate in the ownership and growth of the Company  through
the grant of incentive and non-qualified options  (collectively,  the "Options")
to full-time  employees of the Company and its  subsidiaries.  In 2001, the 1991
Plan was amended.  This amendment expanded the definition of persons eligible to
receive  grants  of  options  under  the  1991  Plan  to  directors,   officers,
consultants, advisors and employees of WHX and its subsidiaries. Incentive stock
options  granted  under the Option  Plan are  intended  to be  "Incentive  Stock
Options" as defined by Section 422 of the Code.

            An aggregate of 1,250,000  shares of Common Stock have been reserved
for issuance upon exercise of Options under the 1991 Plan, as amended.  The 1991
Plan is  administered  by a committee (the  "Committee")  consisting of not less
than two  non-employee  members of the Board of  Directors.  The term of Options
granted  under the 1991 Plan may not exceed 15 years  (five years in the case of
an incentive  Option  granted to an optionee  owning more than 10% of the voting
stock of the Company (a "10%  Holder")).  The Option price for Options shall not
be less than 100% of the fair market  value of the shares of Common Stock at the
time the Option is granted; provided, however, that with respect to an incentive
option,  in the case of a 10% Holder,  the purchase  price per share shall be at
least 110% of such fair market  value.  The  aggregate  fair market value of the
shares of Common  Stock as to which an  optionee  may first  exercise  incentive
stock options in any calendar year may not exceed  $100,000.  Payment for shares

                                       64

purchased upon exercise of Options is to be made in cash, but, at the discretion
of the  Committee,  may be made by delivery of other  shares of Common  Stock of
comparable value.

DIRECTORS OPTION PLANS

            The 1993 Directors D&O Plan ("1993 D&O Plan") is authorized to issue
shares of Common  Stock  pursuant to the  exercise of options  with respect to a
maximum of 133,333  shares of Common  Stock.  The options  vest over three years
from the date of grant.  The 1997 Directors  Stock Option Plan ("1997 D&O Plan")
is authorized to issue an additional 133,333 shares of Common Stock.

OPTION GRANTS TO WPN CORPORATION

            On July 29, 1993 ("Approval  Date"), the Board of Directors approved
the grant of options  to WPN Corp.  (See Note 11 to the  Consolidated  Financial
Statements) to purchase  333,333 shares of Common Stock ("Option  Grants").  The
Option Grants were approved by the stockholders on March 31, 1994.

            On  August  4,  1997  the  compensation  committee  of the  Board of
Directors  granted an option to purchase  333,333  shares of Common Stock to WPN
Corp, at the then market price per share, subject to stockholder  approval.  The
Board  of  Directors  approved  such  grant  on  September  25,  1997,  and  the
stockholders approved it on December 1, 1997 (measurement date).

            The  options  under  each  plan  are  exercisable  with  respect  to
one-third of the shares of Common Stock issuable upon the exercise thereunder at
any time on or after the date of stockholder  approval of the Option Grants. The
options  with respect to an  additional  one-third of the shares of Common Stock
may be exercised  on the first and second  anniversaries  of the Approval  Date,
respectively.  The options, to the extent not previously exercised,  will expire
on April 29, 2003 and August 4, 2007, respectively.

A SUMMARY OF THE OPTION PLANS:

                                 Number of Options
                        1991          D&O     WPN           2001               Prices          Weighted Average
                        Plan         Plan         Grant         Plan          Low          High       Option Price
                      -------------  --------   --------- ------------      ----------------------- ------------------

Balance 01/01/00      909,759       178,889       666,667         --        $18.3750     $49.8750     $ 36.030
   Granted             83,333         8,333          --           --         20.5500      20.6250       20.619
   Cancelled          (43,814)         --            --           --         26.2500      43.8750       35.070
                     --------      --------     --------     --------
Balance 12/31/00      949,278       187,222       666,667         --         18.3750      49.8750       35.730
   Granted             95,000          --            --        366,667        4.8900       4.8900        4.890
   Cancelled         (104,393)         --            --        (10,000)       4.8900      49.8750       39.627
                     --------      --------     --------     --------
Balance 12/31/01      939,885       187,222       666,667      356,667        4.8900      49.8750       28.602
   Granted               --            --            --         86,000        2.3000       2.3000        2.300
   Cancelled         (132,254)      (25,222)         --        (65,667)       4.8900      49.8750       25.459
                     --------      --------     --------     --------
Balance 12/31/02      807,631       162,000       666,667      377,000        2.3000      49.8750       27.805
                     ========      ========     ========     ========

            Options  outstanding  at December 31, 2002,  which are  exercisable,
totaled  1,773,770 and have a weighted  average option price of $30.80.  Options
outstanding  at December 31, 2002 had a  weighted-average  remaining life of 4.8
years.

            The Company adopted SFAS No. 123, and elected to continue to account
for stock options,  under the provisions of APB 25.  Therefore,  no compensation
costs have been recognized for the stock option plans in 2002, 2001 or 2000. Had
the Company elected to account for stock-based  compensation under the provision
of SFAS No.  123  during  2002,  the  effect on net  income  would  have been an
additional  expense of $0.5 million,  net of related  income tax benefit of $0.2
million or $0.09 per share of Common Stock after  deduction  of Preferred  Stock
Dividends on a basic and diluted basis, respectively. During 2001, the effect on
net income would have been an additional expense of $1.5 million, net of related
income tax benefit of $0.8 million, or $0.32 and $0.15 per share of common stock
after  deduction of preferred  stock  dividends,  on a basic and diluted  basis,
respectively.  During  2000,  the  effect  on net  income  would  have  been  an
additional  expense of $1.7 million,  net of related tax benefit of $1.2 million
or $0.36 per share of common stock after  deduction of preferred stock dividends
on a basic and diluted  basis.  The fair value of the option grants is estimated
on the  measurement  date  using the  Black-Scholes  option-pricing  model.  The

                                       65

following   weighted-average   assumptions   were  used  in  the   Black-Scholes
calculation:  expected  volatility of 80.4% in 2002, 69.7% in 2001, and 40.6% in
2000;  risk-free  interest rate of 3.1% in 2002, 4.8% in 2001, and 6.7% in 2000,
an expected life of 5 years and a dividend yield of zero.

EARNINGS PER SHARE

            The  computation  of  dilutive  earnings  per  common  share in 2001
assumes   conversion  of  preferred  stock  and  redeemable  common  stock.  The
computation  of basic  earnings  per  common  share is based  upon the  weighted
average  number of shares of Common  Stock  outstanding.  In 2002 and 2000,  the
conversion of preferred stock,  redeemable  common stock and exercise of options
would  have had an  anti-dilutive  effect.  A  reconciliation  of the income and
shares used in the computation follows:

                                                                Year ended December 31, 2002

                                                      Income (loss)           Shares          Per-Share
                                                       (Numerator)        (Denominator)         Amount
                                                  -------------------     ---------------    ------------
                                                   (Dollars and shares in thousands)

Loss  from continuing operations                           $ (11,996)
Less: Preferred stock dividends                               19,224
                                                  -------------------
Basic EPS and Diluted EPS
     Loss available to common stockholders                 $ (31,220)            5,325         $ (5.86)
                                                  ===================     ===============    ============

            The  assumed  conversion  of  stock  options,  preferred  stock  and
redeemable common stock would have an anti-dilutive effect on earnings per-share
in 2002.

                                       66

                                                                   Year ended December 31, 2001
                                                                Income         Shares       Per-Share
                                                              (Numerator)   (Denominator)     Amount
                                                                -------        -------        ------
                                                                   (Dollars and shares in thousands)

Income from continuing operations                               $95,705
Less: Preferred stock dividends                                  19,329
                                                                -------
Basic EPS
     Income available to common stockholders                     76,376          5,004        $15.27
                                                                -------        -------        ------
Effect of Dilutive Securities
     Convertible preferred stock                                 19,329          5,432
     Redeemable common stock                                       --               72
                                                                               -------        ------
Diluted EPS
     Income available to common stockholders
                                plus assumed conversions        $95,705         10,508        $ 9.11
                                                                =======        =======        ======

                                                        Year ended December 31, 2000
                                                 Income (loss)       Shares         Per-Share
                                                  (Numerator)     (Denominator)       Amount
                                                 -------------     -----------      ---------
                                                       (Dollars and shares in thousands)

Income from continuing operations                 $(188,866)
Less: Preferred stock dividends                      20,607
                                                  ---------
Basic EPS and Diluted EPS
     Loss available to common stockholders        $(209,473)            4,768        $(43.93)
                                                  =========         =========        ========

     The assumed  conversion of stock  options,  preferred  stock and redeemable
common stock would have an anti-dilutive effect on earnings per-share in 2000.

     The assumed conversion of stock options would have an anti-dilutive  effect
on earnings per-share in 2001.

NOTE 13 - COMMITMENTS AND CONTINGENCIES

Operating Lease Commitments:

            Rent expense for  continuing  operations  for the WHX Group in 2002,
2001 and 2000 was $3.0  million,  $3.1  million and $2.8  million  respectively.
Operating  lease and  rental  commitments  for future  years are as follows  (in
thousands):

                      2003        $         2,189
                      2004                  1,574
                      2005                  1,414
                      2006                  1,335
                      2007                    933
                      2008 and beyond          --
                                  ---------------
                                  $         7,445
                                  ===============

                                       67

SEC ENFORCEMENT ACTION

            On June 25, 1998,  the Securities  and Exchange  Commission  ("SEC")
instituted an administrative proceeding against the Company alleging that it had
violated  certain SEC rules in  connection  with the tender  offer for  Dynamics
Corporation of America ("DCA") commenced on March 31, 1997 through the Company's
wholly-owned subsidiary, SB Acquisition Corp. ("Offer"). Specifically, the Order
Instituting  Proceedings  ("Order") alleges that, in its initial form, the Offer
violated the "All Holders Rule," Rule 14d-10(a)(1) under the Securities Exchange
Act of 1934, as amended ("Exchange Act"), based on the Company's  inclusion of a
"record holder  condition" in the Offer.  No shareholder had tendered any shares
at the time the  condition  was  removed.  The Order  further  alleges  that the
Company  violated  Rules  14d-4(c)  and  14d-6(d)  under the  Exchange  Act upon
expiration of the Offer, by allegedly  waiving material  conditions to the Offer
without prior notice to shareholders and purchasing the  approximately  10.6% of
DCA's outstanding  shares tendered pursuant to the offer. The SEC does not claim
that the Offer was intended to or in fact defrauded any investor.

            The Order institutes proceedings to determine whether the SEC should
enter an order  requiring the Company (a) to cease and desist from committing or
causing any future  violation of the rules alleged to have been violated and (b)
to pay approximately $1.3 million in disgorgement of profits.  The Company filed
an answer  denying any violations and seeking  dismissal of the  proceeding.  On
October 6, 2000, the initial decision of the  Administrative Law Judge who heard
the case  dismissed all charges  against the Company,  with the finding that the
Company  had not  violated  the law.  The  Division of  Enforcement  has filed a
petition for the SEC to review the decision and a brief,  but only as to the All
Holders Rule Claim. The Commission,  however, has authority to review any issues
on its own accord. WHX has filed its opposition brief.

PBGC ACTION

            On March 6, 2003, the Pension Benefit Guaranty  Corporation ("PBGC")
issued its Notice of  Determination  ("Notice")  and on March 7, 2003,  the PBGC
published its Notice and filed a Summons and Complaint  ("Complaint")  in United
States  District  Court  for the  Southern  District  of New  York  seeking  the
involuntary  termination of the WHX Pension Plan ("WHX Pension Plan").  The PBGC
stated in its  Notice  that it took this  action  because  of its  concern  that
"PBGC's  possible  long-run  loss  with  respect  to the WHX  Pension  Plan  may
reasonably  be  expected  to  increase  unreasonably  if  the  WHX  Plan  is not
terminated." WHX filed an answer to this complaint on March 25, 2003, contesting
the PBGC's  action.  The PBGC has  announced in a press release that it contends
that the WHX Pension  Plan has roughly $300 million in assets to cover more than
$443 million in benefit liabilities, resulting in a funding shortfall of roughly
$143 million (without accounting for plant shutdown benefits).  Furthermore, the
PBGC  contends in a press  release that plant  shutdown  liabilities  of the WHX
Pension Plan, if they were to occur, would exceed $378 million. WHX disputes the
PBGC's calculation of liabilities and shutdown claims since the actual amount of
these  liabilities may be  substantially  less,  based on alternative  actuarial
assumptions.  Furthermore,  WHX disputes  the PBGC's  assumption  regarding  the
likelihood of large-scale shutdowns at WPSC. However,  there can be no assurance
that WHX's assertions will be accepted or that shutdowns would not occur. If the
PBGC's action is  successful  and the WHX Pension Plan is  terminated,  the PBGC
could file a claim  against the  Company in an amount from $143  million to $521
million,  which it would be unable to fund.  WHX  intends to  vigorously  defend
itself against such claims, but there can be no assurance that it will prevail.

            For additional information concerning these developments, see Item 7
-  Management's  Discussion  and Analysis of Financial  Condition and Results of
Operations and Notes 3 and 14 to the Consolidated Financial Statements.

THE WHX GROUP GENERAL LITIGATION

            The WHX Group is a party to  various  litigation  matters  including
general  liability  claims  covered by insurance.  In the opinion of management,
such claims are not expected to have a material  adverse effect on the financial
condition or results of operations of the Company.  However, it is possible that
the  ultimate  resolution  of such  litigation  matters and claims  could have a
material adverse effect on quarterly or annual  operating  results when they are
resolved in future periods.

THE WPC GROUP GENERAL LITIGATION

            The WPC Group is a party to  various  litigation  matters  including
general  liability claims covered by insurance.  Claims that are  "pre-petition"
claims for Chapter 11 purposes will ultimately be handled in accordance with the
terms of a confirmed Plan of  Reorganization in Chapter 11 cases. In the opinion
of  management,  litigation  claims are not expected to have a material  adverse
effect on the WPC Group's results of operations or its ability to reorganize.

ENVIRONMENTAL MATTERS

            WPC has been identified as a potentially responsible party under the
Comprehensive   Environmental   Response,   Compensation   and   Liability   Act
("Superfund") or similar state statutes at several waste sites. The WPC Group is
subject to joint and  several  liability  imposed by  Superfund  on  potentially
responsible parties. Due to the technical and regulatory complexity of remedial

                                       68

activities and the difficulties attendant to identifying potentially responsible
parties and  allocating or  determining  liability  among them, the WPC Group is
unable to reasonably  estimate the ultimate cost of  compliance  with  Superfund
Laws. The WPC Group believes,  based upon information currently available,  that
its liability for clean up and remediation  costs in connection with the Buckeye
Reclamation  Landfill  will be between $1.5 and $2.0  million.  At several other
sites the WPC Group estimates costs of approximately $0.5 million. The WPC Group
is currently funding its share of remediation costs.

            The WPC Group, as are other industrial manufacturers,  is subject to
increasingly  stringent standards relating to the protection of the environment.
In order to facilitate  compliance with these environmental  standards,  the WPC
Group has incurred  capital  expenditures  for  environmental  control  projects
aggregating  $1.7  million,  $0.8 million and $3.4 million for 2002,  2001,  and
2000, respectively.  WPC anticipates spending approximately $18.2 million in the
aggregate  on major  environmental  compliance  projects  through the year 2005,
estimated to be spent as follows:  $3.7 million in 2003,  $11.6  million in 2004
and $2.9  million in 2005.  However,  due to the  possibility  of  unanticipated
factual or regulatory  developments  and in light of limitations  imposed by the
pending Chapter 11 cases, the amount and timing of future  expenditures may vary
substantially from such estimates.  Should WPC finalize a Plan of Reorganization
and  emerge  from  bankruptcy,   certain   restructuring   projects,   including
significantly higher environmental spendings are likely to occur.

            WPC's non-current  accrued  environmental  liabilities totaled $18.0
million and $19.0  million at December  31, 2002 and 2001,  respectively.  These
accruals were initially  determined by WPC, based on all available  information.
As new information becomes available,  including  information  provided by third
parties, and changing laws and regulation,  the liabilities are reviewed and the
accruals adjusted  quarterly.  Management  believes,  based on its best estimate
that WPC has adequately provided for remediation costs that might be incurred or
penalties   that  might  be  imposed  under  present   environmental   laws  and
regulations.

            The   Bankruptcy   Code  may   distinguish   between   environmental
liabilities  that represent  pre-petition  liabilities  and those that represent
ongoing  post-petition  liabilities.  Based on information  currently available,
including  the WPC  Group's  prior  capital  expenditures,  anticipated  capital
expenditures,  consent agreements negotiated with Federal and State agencies and
information  available to the WPC Group on pending  judicial and  administrative
proceedings,  the WPC  Group  does  not  expect  its  environmental  compliance,
including the incurrence of additional fines and penalties,  if any, relating to
the  operation  of its  facilities,  to have a  material  adverse  effect on the
results  of  operations  of the WPC  Group  or on the  WPC  Group's  ability  to
reorganize.   However,   it  is  possible  that  litigation  and   environmental
contingencies  could have a material  effect on  quarterly  or annual  operating
results when they are resolved in future periods.  As further  information comes
into the WPC Group's possession, it will continue to reassess such evaluations.

            In the event the WPC  Group is  unable  to fund  these  liabilities,
claims may be made against WHX for payment of such liabilities.

NOTE 14 - RELATED PARTY TRANSACTIONS

            The Chairman of the Board of the Company is the  president  and sole
shareholder of WPN Corp. ("WPN"). Pursuant to a management agreement as amended,
and approved by a majority of the non-management  directors of the Company,  WPN
provides certain financial,  management  advisory and consulting services to the
Company.  Such services include,  among others,  identification,  evaluation and
negotiation  of  acquisitions,  responsibility  for  financing  matters  for the
Company  and  its  subsidiaries,   review  of  annual  and  quarterly   budgets,
supervision and administration,  as appropriate, of all the Company's accounting
and financial  functions  and review and  supervision  of reporting  obligations
under  Federal and state  securities  laws. In exchange for such  services,  WPN
received  a monthly  fee of  $520,833  in 2002,  2001 and 2000.  The  management
agreement  has a two-year  term and is renewable  automatically  for  successive
two-year periods,  unless terminated by either party upon 60 days' prior written
notice of the renewal date.

            The WPC Group is  included  in the  Company's  consolidated  federal
income  tax  return.  WHX and the  WPC  Group  had  entered  into a tax  sharing
agreement,  dated July 26, 1994, which provided that the WPC Group would be paid
for any  reduction in the combined  consolidated  federal  income tax  liability
resulting from the utilization or deemed  utilization of deductions,  losses and
credits  whether from current or prior years which are  attributable to WPC. The
Tax  Sharing  Agreement  was  terminated  in  2001  as  part  of the  Settlement
Agreement.  As a  result,  WHX was able to  recognize  benefits  from  WPC's net
operating losses (See Note 7 to the Consolidated Financial Statements).

            As part of the Settlement  Agreement,  WHX paid $32.0 million to the
WPC Group in 2001. As a result of the Settlement Agreement,  among other things,
all  intercompany  receivables  and  liabilities  were settled.  In addition WHX
acquired the net assets of PCC from the WPC Group.

                                       69

            The WPC Group  participates in the WHX defined benefit pension plan.
As a result of the Settlement Agreement,  WHX may not charge any pension expense
to the WPC Group with respect to the WHX Pension Plan through December 31, 2002.
As a result,  WHX  incurred  non-cash  pension  expense of  approximately  $14.0
million and $15.0 million for the WPC Group in 2002 and 2001, respectively. (See
Note 6 to the Consolidated Financial Statements).

            On June  1,  2001,  WHX  purchased  from  Citibank  a $30.5  million
participation  in the DIP  credit  agreement  for the WPC  Group  for  which WHX
receives  interest at a rate of 13% per annum,  paid  monthly and an  additional
3.0% per annum payment in-kind.

            As a result of the October  Order,  WHX  provided the WPC Group with
$5.0 million in financing in 2001. In addition,  WHX provided up to $5.0 million
in liquidity  support to the WPC Group.  At December 31, 2002,  the  outstanding
balance of these  advances was $5.0 million plus interest of $0.3  million,  and
$2.1 million, respectively.

            On October 9, 2000 and November 14, 2000, WHX  transferred  precious
metal  to WPC  with a  market  value  of  $35.2  million  and a tax  basis  of a
significantly  lower amount. Such proceeds were applied to the WHX net liability
due to WPC. In connection with the precious metal transfer,  WPC agreed to amend
the provisions of the tax sharing agreement relating to the utilization,  by WHX
of WPC's net operating losses in an amount equal to the tax gain realized on the
sale of such metals. WPC immediately sold the precious metals in the open market
and received proceeds of $35.2 million.

            See Note 3 to the Consolidated Financial Statements.

NOTE 15 -  OTHER INCOME AND (EXPENSE)

                                                           Year Ended December 31,
                                                 2002             2001              2000
                                               --------         --------         --------
                                                               (in thousands)

Interest and investment income/(loss)          $  5,115         $ (4,411)        $(17,198)
Interest rate swap                               (4,781)            --               --
Fixed asset disposal                             (2,576)            --               --
Wheeling-Downs Racing Association, Inc.            --             14,957           10,680
Minority interest expense                          --               --             (2,171)
WPC                                                --               --             (2,637)
Other, net                                       (3,746)             566           (4,074)
                                               --------         --------         --------
                                               $ (5,988)        $ 11,112         $(15,400)
                                               ========         ========         ========

            WHX  Entertainment  received  management  fees  from  Wheeling-Downs
Racing Association,  Inc. of $12.9 million,  and $7.7 million in the years ended
December 31, 2001, and 2000, respectively.  These fees are included in the above
table as part of the Wheeling-Downs Racing Association, Inc. other income.

NOTE 16 - GAIN ON SALE OF INTEREST IN WHEELING-DOWNS RACING ASSOCIATION, INC.

            In  December  2001,  WHX  Entertainment  sold  its 50%  interest  in
Wheeling-Downs  Racing  Association,  Inc. for $105.0  million,  resulting in an
$88.5 million pre-tax gain.

                                       70

NOTE 17 - GAIN ON EARLY RETIREMENT OF DEBT

                                                 Year Ended December 31,
                                           2001             2001          2000
                                         --------         --------      --------
                                                       (in thousands)

Discount on early debt retirement        $ 46,943         $ 20,525      $   -
Unamortized debt issuance cost             (1,729)            (592)         -
Unamortized consent fee                    (2,723)            (922)         -
                                         --------         --------      --------
                                         $ 42,491         $ 19,011      $   -
                                         ========         ========      ========

            In 2002, the Company  purchased and retired $134.6 million aggregate
principal amount of 10 1/2% Senior Notes in the open market resulting in a $42.5
million gain. In 2001, the Company purchased and retired $36.4 million aggregate
principal amount of 10 1/2% Senior Notes in the open market resulting in a $19.0
million gain.

                                       71

NOTE 18 - REPORTED SEGMENTS

        The Company has three  reportable  segments:  (1) Precious  Metal.  This
segment  manufactures  and  sells  precious  metal  products  and  electroplated
material, containing silver, gold, and palladium in combination with base metals
for use in a wide variety of industrial  applications;  (2) Wire & Tubing.  This
segment  manufactures  and sells  metal  wire,  cable and  tubing  products  and
fabrications  primarily from stainless steel, carbon steel and specialty alloys,
for use in a wide variety of industrial applications;  (3) Engineered Materials.
This segment  manufactures  specialty  roofing and  construction  fasteners  and
products for gas,  electricity  and water  distribution  using steel and plastic
which are sold to the  construction,  and  natural  gas and  water  distribution
industries.  As a result of the sale of Unimast,  the  operating  results of PCC
have been reclassified to the Engineered  Materials Segment.  PCC was previously
in the Unimast Segment. PCC is a manufacturer of electrogalvinized products used
in the construction and appliance industries.

        Management  reviews  operating income to evaluate  segment  performance.
Operating  income  for the  reportable  segments  excludes  unallocated  general
corporate  expenses  and for the 2001 and 2000  period,  goodwill  amortization.
Other income and expense,  interest expense,  and income taxes are not presented
by segment  since they are  excluded  from the measure of segment  profitability
reviewed by the Company's management.

                                       72

The following table presents  information  about reported segments for the years
ending December 31:

(in thousands)

                                                                         2002               2001                 2000
                                                                    -----------         -----------         -----------

Revenue
   Precious Metal                                                   $   142,260         $   168,308         $   237,426
   Wire & Tubing                                                    132,194             133,621             158,008
   Engineered Materials                                                 111,939              86,210              73,412
                                                                    -----------         -----------         -----------
           Sub total                                                    386,393             388,139             468,846

WPC Group                                                                  --                  --             1,050,590
                                                                    -----------         -----------         -----------
           Consolidated revenue                                     $   386,393         $   388,139         $ 1,519,436
                                                                    ===========         ===========         ===========

Segment operating income (loss)
   Precious Metal                                                   $    (3,536)        $     7,982         $    22,129
   Wire & Tubing                                                    (14,071)              3,407              13,862
   Engineered Materials                                                   9,624               7,901               7,698
                                                                    -----------         -----------         -----------
           Sub total                                                     (7,983)             19,290              43,689

WPC Group                                                                  --                  --               (50,035)
                                                                    -----------         -----------         -----------
                                                                         (7,983)             19,290              (6,346)

Unallocated corporate expenses                                           17,374              16,732               6,531
Goodwill amortization                                                      --                 7,393               7,998
                                                                    -----------         -----------         -----------

    Operating income (loss)                                             (25,357)             (4,835)            (20,875)

Interest expense                                                         27,257              46,969              83,899
Equity in loss of WPC                                                    20,000
Gain on early retirement of debt                                         42,491              19,011                --
Gain on sale of Wheeling-Downs                                             --                88,517                --
Other income (expense)                                                   (5,988)             11,112             (15,400)
                                                                    -----------         -----------         -----------

         Income (loss) before taxes, discontinued operations
           and cumulative effect of an accounting change                (36,111)             66,836            (120,174)

Income tax expense (benefit)                                            (24,115)            (28,869)             68,692
Income from discontinued operations - net of tax                         10,601               5,416               7,821
Gain on sale of Unimast - net of tax of $6,886                           11,861                --                  --
                                                                    -----------         -----------         -----------

          Income (loss) before cumulative effect of an
            accounting change                                            10,466             101,121            (181,045)

Cumulative effect of an accounting change - net of tax                  (44,000)               --                  --
                                                                    -----------         -----------         -----------

          Net income (loss)                                         $   (33,534)        $   101,121         $  (181,045)
                                                                    ===========         ===========         ===========

                                       73

           The following table presents revenue and long-lived asset information
by geographic area as of and for the years ended December 31:

GEOGRAPHIC INFORMATION
                                         Revenue                                           Long-Lived Assets
(in thousands)          2002               2001            2000               2002               2001               2000
                     ----------        ----------        ----------        ----------        ----------        ----------

United States        $  361,679        $  364,268        $1,494,315        $   97,191        $  125,232        $  128,091
Foreign                  24,714            23,871            25,121            14,186            13,770            13,499
                     ----------        ----------        ----------        ----------        ----------        ----------

                     $  386,393        $  388,139        $1,519,436        $  111,377        $  139,002        $  141,590
                     ==========        ==========        ==========        ==========        ==========        ==========

        Foreign revenue is based on the country in which the legal subsidiary is
domiciled.   Revenue  from  no  single  foreign  country  was  material  to  the
consolidated revenues of the Company.

NOTE 19 - QUARTERLY INFORMATION (UNAUDITED)

        Financial results by quarter for the two fiscal years ended December 31,
2002 and 2001 are as follows:

                                                                                Basic
                                                                              Earnings     Basic       Diluted
                                                                               (Loss)     Earnings     Earnings
                       Per Share (Loss) (Loss)                               Per Share    (Loss)       (Loss)
                                Operating    Discontinued       Net            From      Per Share    Per Share
                     Net         Income      Operations        Income       Continuing    On Net       On Net
                    Sales       (Loss)       (net of tax)      (Loss)       Operations    Income       Income
                  --------     --------      --------       --------         ------      ------         ------
                                                   (in thousands - except per share)
2002:
  1st Quarter     $ 92,823     $    614      $  1,851       $(19,298)(a)     $(4.90)     $(4.55)        $(1.83)
  2nd Quarter      109,159       (4,984)        6,492          7,786 (b)      (0.66)       0.57           0.57
  3rd Quarter      105,153      (11,236)       14,005(c)      (1,364)(d)      (3.79)      (1.17)          1.17
  4th Quarter       79,258       (9,751)          114        (20,658)(e)      (4.81)      (4.79)         (4.79)
2001:
  1st Quarter     $ 99,654     $ (1,677)     $    672       $(10,194)        $(3.29)     $(3.15)        $(3.15)
  2nd Quarter      101,041       (2,327)        2,062          7,783 (f)       0.12        0.54           0.54
  3rd Quarter      100,260        1,361         1,614         (4,473)         (2.16)      (1.84)         (1.84)
  4th Quarter       87,184       (2,192)        1,068        108,005(g)       19.92       20.13          10.26

(a)  Includes $44,000 charge for cumulative  effect of an accounting  change and
     $18,861 gain on early retirement of debt.
(b)  Includes  $6,955  in  restructuring   charges  and  $7,292  gain  on  early
     retirement of debt.
(c)  Includes $11,747 gain on sale of discontinued operation.
(d)  Includes $3,275 in restructuring  charges and $164 gain on early retirement
     of debt.
(e)  Includes $2,766 in restructuring  charges,  $1,302 gain on early retirement
     of debt and $20,000 Equity in loss of WPC.
(f)  Includes $12,358 gain on early retirement of debt.
(g)  Includes  $88,517  gain  on  sale  of  interest  in  Wheeling-Downs  Racing
     Association, Inc.

                                       74

ITEM 9.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
         FINANCIAL DISCLOSURES

          NOT APPLICABLE.

                                    Part III

ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

            The Company's  Certificate of  Incorporation  and Bylaws provide for
the classification of the Board of Directors into three classes. The term of the
three Class I Directors  expires at the 2003 Annual Meeting of  Stockholders  of
the Company, the term of the three Class II Directors expires at the 2004 Annual
Meeting  of  Stockholders  of the  Company  and the term of the three  Class III
Directors expires at the 2005 Annual Meeting of Stockholders of the Company.

            The following sets forth certain information concerning them:

                                        Principal Occupation                                First Year
                      Class of         for the Past Five Years                               Became
Name                  Director    and Current Public Directorships               Age      a Director(1)
----                  --------    --------------------------------               ---      -------------

Neil D. Arnold          III        DIRECTOR AND VICE  CHAIRMAN OF THE BOARD.      54           1992
                                   Officer   of  WPN  Corp.,   a   financial
                                   consulting  company,  since  August 2001.
                                   Private  Investor  since May 1999.  Group
                                   Finance Director of Lucas Varity plc from
                                   December 1996 to May 1999,  and Executive
                                   Vice  President -  Corporate  Development
                                   from September 1996 to December 1996.

Robert A. Davidow       III        DIRECTOR.  Private investor since January      61           1992
                                   1990.  Director of Arden  Group,  Inc., a
                                   supermarket holding company.

William Goldsmith        I         DIRECTOR.    Management   and   Marketing      83           1987
                                   Consultant since 1984.  Chairman of Nucon
                                   Energy  Corp.  since  1997 and TMP,  Inc.
                                   from January  1991 to 1993.  Chairman and
                                   Chief Executive  Officer of Overspin Golf
                                   Corp.  from  1993 to 1997.  Chairman  and
                                   Chief  Executive  Officer  of Fiber  Fuel
                                   International,  Inc.,  from 1994 to 1997.
                                   Life    Trustee   to   Carnegie    Mellon
                                   University   since   1980.   Director  of
                                   Skidaway  Heath and Living  Services Inc.
                                   since 2002.

Louis Klein Jr.          I         Director.  Trustee of  Manville  Personal      67           2002
                                   Injury   Settlement   Trust  since  1991.
                                   Trustee   of  WT   Mutual   Fund  and  WT
                                   Investment  Trust  I  (Wilmington  Trust)
                                   since 1998.

Ronald LaBow            III       CHAIRMAN OF THE BOARD.  President of Stonehill  67           1991
                                  Investment Corp. since February  1990.

                                       75

                                   Director  of Regency  Equities  Corp.,  a
                                   real estate  company,  and an officer and
                                   director   of  WPN  Corp.,   a  financial
                                   consulting company.

Howard Mileaf            I         DIRECTOR.  Consultant  since  2001.  Vice      66           2002
                                   President  and  General  Counsel  of  the
                                   Company  from 1993 to 2001.  Director  of
                                   Web Financial Corporation.

Marvin L. Olshan         II        DIRECTOR.  Secretary of the Company since      74           1991
                                   1991.  Partner,   Olshan  Grundman  Frome
                                   Rosenzweig  & Wolosky  LLP,  from 1956 to
                                   2002, and Of Counsel since 2002.

Garen W. Smith           II        DIRECTOR.  Chairman of the Board of Handy      60           2002
                                   & Harman,  a  subsidiary  of the Company,
                                   since 2003. Vice President, Secretary and
                                   Treasurer   of   Abundance    Corp.,    a
                                   consulting company, since 2002. President
                                   and Chief  Executive  Officer  of Unimast
                                   Incorporated from 1991 to 2002.

Raymond S. Troubh        II        DIRECTOR.  Financial  Consultant  for  in      76           1992
                                   excess of past five years.  Mr. Troubh is
                                   also a director of ARIAD Pharmaceuticals,
                                   Inc.,  Diamond Offshore  Drilling,  Inc.,
                                   Enron Corp.,  General American  Investors
                                   Company,  Gentiva Health Services,  Inc.,
                                   Hercules    Incorporated    and    Triarc
                                   Companies,   Inc.,  a  holding   company.
                                   Trustee  of  Petrie  Stores   Liquidating
                                   Trust.

------------------

(1)   The  Company  and its  subsidiaries  were  reorganized  into a new holding
company structure  ("Corporate  Reorganization")  on July 26, 1994. Prior to the
Corporate Reorganization, all directors of the Company who were directors at the
time of the  Corporate  Reorganization  were  directors  of  Wheeling-Pittsburgh
Corporation.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

            Section  16(a) of the  Securities  Exchange Act of 1934 requires the
Company's  executive  officers and directors,  and persons who  beneficially own
more  than ten  percent  (10%) of a  registered  class of the  Company's  equity
securities,  to file  reports of  ownership  and changes in  ownership  with the
Securities and Exchange Commission. In addition, under Section 16(a), trusts for
which a reporting  person is a trustee and a beneficiary  (or for which a member
of  his  immediate  family  is a  beneficiary)  may  have a  separate  reporting
obligation  with  regard to  ownership  of the  Common  Stock  and other  equity
securities of the Company.  Such reporting  persons are required by rules of the
Securities  and  Exchange  Commission  to furnish the Company with copies of all
Section  16(a)  reports  they file.  Based solely upon a review of the copies of
such  forms  furnished  to the  Company  and  written  representations  from the

                                       76

Company's  executive  officers,  directors  and greater  than ten percent  (10%)
beneficial  stockholders,  the  Company  believes  that  during  the year  ended
December 31, 2002, all persons subject to the reporting  requirements of Section
16(a) filed the required reports on a timely basis.

EXECUTIVE OFFICERS OF THE COMPANY

            The following  table  contains the names,  positions and ages of the
executive officers of the Company who are not directors.

                                    Principal Occupation for the Past
Name                          Five Years and Current Public Directorships            Age
----                          -------------------------------------------            ---

James G. Bradley       EXECUTIVE VICE  PRESIDENT.  President and Chief Executive      58
                       Officer of WPSC and WPC since April 1998.  President  and
                       Chief  Operating  Officer of Keppel  Steel  Company  from
                       October 1997 through  April 1998.  Vice  President of WHX
                       from October 1995 through  October 1997.  Executive  Vice
                       President-  Operations  of WPSC from October 1995 through
                       October 1997.

Robert K. Hynes        CHIEF FINANCIAL  OFFICER.  Chief Financial  Officer since      48
                       January  2003.  Vice  President--Finance  from  June 2001
                       through  January 2003.  Vice President of H&H since March
                       2000.  Director of Audit and  Financial  Standards of H&H
                       from April 1995 through March 2000.

Daniel P. Murphy       PRESIDENT,  HANDY & Harman.  President  of Handy & Harman      42
                       since  February  2003.  Vice  President of Handy & Harman
                       Engineered  Materials  Group from  January  2002  through
                       February 2003. President of Olympic  Manufacturing Group,
                       Inc. from February 1994 through December 2001.

ITEM 11.    EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE. The following table sets forth, for the fiscal years
indicated,  all compensation awarded to, paid to or earned by the following type
of executive  officers for the fiscal  years ended  December 31, 2000,  2001 and
2002: (i)  individuals who served as, or acted in the capacity of, the Company's
principal  executive  officer for the fiscal year ended  December  31, 2002 (Mr.
LeBlanc served as the Company's  Principal  Executive Officer in 2002); (ii) the
Company's other most highly compensated executive officers,  which together with
the Principal Executive Officer are the most highly compensated  officers of the
Company whose salary and bonus exceeded $100,000 with respect to the fiscal year
ended  December  31, 2002 and who were  employed at the end of fiscal year 2002;
and (iii) up to two additional  individuals for whom disclosure  would have been
provided  but for the fact that the  individual  was not serving as an executive
officer of the  Company at the end of fiscal  year  2002.  Please  note that the
executive  officers  identified  in (i),  (ii) and (iii) above are  collectively
referred to as the "Named Executive Officers."

                                       77

                                                     SUMMARY COMPENSATION TABLE

                                                                                                Long Term
                                               Annual Compensation                             Compensation
                                         -------------------------------------------         -------------------
                                                                        Other Annual             Securities            All Other
                                           Salary        Bonus          Compensation             Underlying           Compensation
Name and Principal Position      Year        ($)        ($)(1)             ($)(2)                Options (#)             ($)(3)
---------------------------      ----      -------    ---------         -------------        -------------------     --------------

Robert D. LeBlanc(4)             2002      486,615        --                 --                  17,500                   3,045(5)
Executive Vice President         2001      460,000        --                 --                  53,333                   2,771(5)
(Principal Executive Officer)    2000      433,500      175,000              --                   --                      2,496(5)

James G. Bradley                 2002      357,917                                                                       17,500
Executive Vice President         2001      385,000        --                 --                   --                     14,350
                                 2000      400,000        --                 --                   --                     12,350

Robert K. Hynes                  2002      219,961        --                 --                   7,500                     715(5)
Chief (5) Officer (6)            2001      174,277       15,000              --                  16,666                     716(5)
                                 2000      138,882       55,000              --                   3,333                     462(5)

---------------------------
(1)         Messrs.  LeBlanc and Hynes were granted bonuses  pursuant to the H&H
            Management  Incentive  Plan in 2001 for  services  performed  in the
            prior year. Mr. Hynes was granted a bonus by the Company in 2002 for
            services  performed in the prior year.  All bonus  amounts have been
            attributed to the year in which the services were performed.

(2)         Excludes   perquisites  and  other  personal   benefits  unless  the
            aggregate amount of such  compensation  exceeds the lesser of either
            $50,000 or 10% of the total of annual salary and bonus  reported for
            such Named Executive Officer.

(3)         Amounts   shown,   unless   otherwise   noted,    reflect   employer
            contributions to pension plans.

(4)         Mr. LeBlanc  resigned from his positions with the Company  effective
            March 14, 2003.

(5)         Represents insurance premiums paid by the Company.

(6)         Mr. Hynes'  employment as an officer of the Company  commenced  June
            2001.  Prior to such time,  he was an employee of Handy & Harman,  a
            subsidiary of the Company.

            OPTION  GRANTS  TABLE.   The  following  table  sets  forth  certain
information  regarding  stock option grants made to each of the Named  Executive
Officers during the fiscal year ended December 31, 2002.

                                       78

                                            OPTION GRANTS IN LAST FISCAL YEAR

                                                                                               Potential Realizable
                                                                                                Value at Assumed
                                                                                               Annual Rates of Stock
                                                                                                Price Appreciation for
                                   Individual Grants                                                 Option Term
                                   -----------------                                                 -----------
                                               % of Total
                                                Options
                        Number of Securities    Granted to        Exercise
                         Underlying Options    Employees in         Price      Expiration
Name                         Granted(1)         Fiscal Year        ($/Sh)         Date            5%($)        10%($)
----                         ----------         -----------        -------        ----            -----        ------

Robert D. LeBlanc.......       17,500              20.3%           $2.30        Expired             -            -
James G. Bradley........          0                  -               -             -                -            -
Robert K. Hynes.........        7,500               8.7%           $2.30         9/9/12          $10,848      $27,492

-------------------

(1)   All options were  granted  under the  Company's  2001 Stock Option Plan on
      September  10, 2002.  33.33% of such  options  vested upon the grant date,
      33.33% vest on the first  anniversary of the grant date and 33.34% vest on
      the second anniversary of the grant date.

                 AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                        AND FISCAL YEAR-END OPTION VALUES

            The  following  table  sets  forth  certain  information  concerning
unexercised  stock options held by the Named  Executive  Officers as of December
31, 2002.

                           Number of Securities Underlying    Value of Unexercised In-the-
                             Unexercised Options at 2002         Money Options at 2002
                                 Fiscal Year-End ($)(1)            Fiscal Year-End(#)(1)
Name                           Exercisable/Unexercisable          Exercisable/Unexercisable
----                       -------------------------------   ------------------------------

Robert D. LeBlanc.........           110,273/47,226                13,413.60/26,836.40
James G. Bradley..........              86,666/0                           0/0
Robert K. Hynes...........            20,274/10,558                     5,750/11,500

-------------------

(1)         On December 31, 2002,  the last  reported  sales price of the Common
            Stock as reported on the New York Stock Exchange  Composite Tape was
            $2.45.

            LONG-TERM  INCENTIVE  AND  PENSION  PLANS.  Other than as  described
below,  the Company does not have any  long-term  incentive  or defined  benefit
pension plans.

                                       79

            In January  1999,  H&H amended and restated its Long Term  Incentive
Plan  ("LTIP"),  in which the final cycle had been  terminated  on December  31,
1998. The current LTIP is a performance-based  plan pursuant to which executives
of  H&H  earn  the  right  to  receive  awards  based  on  the   achievement  of
pre-established   financial  performance  and  other  goals.  The  amended  LTIP
established  overlapping  cycles with each cycle encompassing five fiscal years,
commencing  on January 1, 1999.  LTIP  participants  are selected by H&H's Chief
Executive  Officer and the  Compensation  Committee of the Board of Directors of
the Company. Messrs. LeBlanc and Hynes are the only Named Executive Officers who
are participants in the Amended and Restated LTIP.

            H&H maintains the Supplemental Executive Retirement Plan ("SERP") to
provide  executive  officers the amount of reduction  in their  formula  pension
benefits  under the WHX Pension Plan on account of the  limitation  on pay under
Section  401(a)(17) of the Internal  Revenue Code ("IRC") and the  limitation on
benefits  under  Section 415 of the IRC.  The SERP also  applies the WHX Pension
Plan  formula to the  Career  Average  Pay after  including  100  percent of the
amounts  received under the Handy & Harman  Management  Incentive Plan.  Amounts
received under the SERP are not subject to Cost of Living increases.

            The following Table shows the projected Annual Retirement  Benefits,
payable on the basis of ten years of certain  payments and  thereafter for life,
to each of the individuals  listed in the Summary  Compensation  Table at age 65
assuming continuation of employment until age 65. The amounts shown under Salary
reflect the current rate of salary as plan compensation for Messrs.  LeBlanc and
Hynes of $500,000 and $250,000,  respectively, and includes the benefits payable
under both the WHX Pension Plan and the SERP. The amount of benefits shown under
Bonus would be payable under the SERP and assumes  continuation of the amount of
Bonus received on average over the prior 3 fiscal years. Robert LeBlanc resigned
from his  positions  with the Company  effective  March 14,  2003.  Accordingly,
certain  of the  assumptions  and  calculations  from the  chart  below  will be
effected.

                           EXECUTIVE PENSION BENEFITS

               Normal Retirement                           Annual Retirement Benefits From:
Name                Date (NRD)       Service at NRD        Salary        Bonus          Total
----                ----------       --------------        ------        -----          -----
R. D. LeBlanc      July 1, 2014      17 yrs. 8 mos.       $165,685      $ 31,493       $197,178
R. K. Hynes        Sept. 1, 2019     30 yrs. 1 mos.       $111,141      $ 17,060       $128,201

            In 1998 WPC established a supplemental defined benefit plan covering
WPC  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. None of the Named Executive  Officers are entitled to any benefits
under such plan.

                                       80

            DEFERRED  COMPENSATION  AGREEMENTS.  Except as described in the next
paragraph with respect to the employment agreements of Messrs. LeBlanc, Bradley,
Hynes and Murphy, no plan or arrangement exists which results in compensation to
a Named  Executive  Officer in excess of  $100,000  upon such  officer's  future
termination of employment or upon a change-of-control.

            EMPLOYMENT  AGREEMENTS.  Mr. Robert D. LeBlanc became Executive Vice
President of the Company pursuant to a three-year  employment agreement dated as
of April 7, 1998,  which was  automatically  extended  for  successive  two-year
periods unless earlier terminated  pursuant to the provisions of such agreement.
The  agreement  provided  for an annual  salary to Mr.  LeBlanc  of no less than
$400,000 and an annual bonus to be awarded at the Company's sole discretion. Mr.
LeBlanc was granted a bonus of $175,000 in 2001 for services  performed in 2000.
Mr.  LeBlanc was not granted a bonus in 2003 or 2002 for  services  performed in
2002 or 2001,  respectively.  Mr.  LeBlanc  resigned from his positions with the
Company  effective  March 14, 2003. In  connection  with such  resignation,  Mr.
LeBlanc  received a payment of $1,316,667  as required  pursuant to the terms of
his employment agreement,  as well as other amounts pursuant to Handy & Harman's
benefit plans.

            Mr. James G. Bradley became President and Chief Executive Officer of
WPSC and  Executive  Vice  President  of the Company  pursuant  to a  three-year
employment agreement dated as of April 23, 1998, which is automatically extended
for successive  three-year  periods unless  earlier  terminated  pursuant to the
provisions of such agreement. The agreement provides for an annual salary to Mr.
Bradley of  $400,000  and an annual  bonus to be awarded at the  Company's  sole
discretion.  Mr.  Bradley  was not  granted  bonuses in 2003,  2002 and 2001 for
services  performed in 2002,  2001 and 2000. The Agreement also provides for Mr.
Bradley to receive a retirement  benefit  under  certain  circumstances.  In the
event that Mr. Bradley's employment is terminated by the Company other than with
cause, he will receive a payment of $1,200,000.

            Mr.  Robert K. Hynes  became Vice  President-Finance  of the Company
pursuant to a one-year  employment  agreement dated July 1, 2001,  which will be
automatically extended for successive one-year periods unless earlier terminated
pursuant to the  provisions of such  agreement.  Mr. Hynes was promoted to Chief
Financial  Officer in January 2003. The agreement  provides for an annual salary
to Mr.  Hynes of no less than  $200,000 and an annual bonus to be awarded at the
Company's sole discretion.  Mr. Hynes was granted a bonus of $15,000 in 2002 for
services  performed  in  2001.  In the  event  that  Mr.  Hynes'  employment  is
terminated  by the Company  other than with cause,  he will receive a payment of
one year's base salary at the  highest  rate in affect for the twelve  preceding
months plus bonus plan and compensation accrued.

            Mr. Garen W. Smith became a consultant of the Company  pursuant to a
one-year  consulting  agreement  between the Company and  Abundance  Corporation
("Abundance"),  of which Mr. Smith is an officer and an employee, dated February
12, 2003, which will be automatically  extended for successive  one-year periods
unless  earlier  terminated  pursuant to the provisions of such  agreement.  The
agreement  provides  for an annual  payment of  $200,000.  In the event that the
agreement is  terminated by the Company  other than with cause,  Abundance  will
receive the remainder of the annual payment.

                                       81

            REPORT ON REPRICING OF OPTIONS.  None of the stock  options  granted
under any of the  Company's  plans were  repriced in the fiscal year ended 2002.
All options were reduced by two-thirds and the exercise price of each option was
multiplied by three,  pursuant to the  one-for-three  reverse stock split of the
Common Stock effectuated on August 22, 2002.

            COMPENSATION COMMITTEE INTERLOCK AND INSIDER PARTICIPATION.  Messrs.
Davidow,  Goldsmith  and  Olshan  each  served as a member  of the  Compensation
Committee  of the Board of Directors  during the fiscal year ended  December 31,
2002.  Mr. Olshan is Of Counsel of Olshan  Grundman  Frome  Rosenzweig & Wolosky
LLP,  which the Company has retained as outside  general  counsel  since January
1991.  The fees paid such firm by the  Company do not  exceed 5% of such  firm's
gross revenues for the fiscal year ended December 31, 2002.

            DIRECTOR  COMPENSATION.   Directors  of  the  Company  who  are  not
employees  of  the  Company  or  its   subsidiaries   are  entitled  to  receive
compensation  for  serving as  directors  in the amount of $40,000 per annum and
$1,000 per Board Meeting, $800 per Committee Meeting attended in person and $500
per  telephonic  meeting  (other than the Stock Option  Committee  and the Audit
Committee), and $1,000 per day of consultation and other services provided other
than at  meetings  of the Board or  Committees  thereof,  at the  request of the
Chairman of the Board.  Committee Chairmen also receive an additional annual fee
of $1,800 (other than the Stock Option Committee and the Audit Committee).  Each
Audit Committee  member receives a payment of $20,000 per year, and the chairman
of the Audit Committee receives a payment of $25,000 per year.  Directors of the
Company  (other than the Chairman of the Board or directors who are employees of
the Company or its subsidiaries) also received options to purchase 25,000 shares
of Common Stock on December 1, 1997 and receive options to purchase 5,000 shares
of Common Stock per annum on the date of each annual meeting of  stockholders up
to a maximum of 40,000  shares of Common Stock  pursuant to the  Company's  1997
Directors  Stock  Option Plan (the "1997  Plan").  All  directors of the Company
except for Messrs.  Klein and Mileaf  permitted to  participate in the 1997 Plan
have received the maximum number of shares permitted to be issued thereunder.

            MANAGEMENT  AGREEMENT  WITH  WPN  CORP.  Pursuant  to  a  management
agreement  effective  as  of  January  3,  1991,  as  amended  (the  "Management
Agreement"),  approved by a majority of the Company's  disinterested  directors,
WPN Corp.  ("WPN"),  of which  Ronald  LaBow,  the  Chairman of the Board of the
Company,  is  the  sole  stockholder  and  an  officer  and  director,  provides
financial,  management, advisory and consulting services to the Company, subject
to the supervision  and control of the  disinterested  directors.  Such services
include,   among  others,   identification,   evaluation   and   negotiation  of
acquisitions,  responsibility  for  financing  matters,  review  of  annual  and
quarterly budgets,  supervision and administration,  as appropriate,  of all the
Company's  accounting and financial  functions and review and supervision of the
Company's  reporting  obligations  under Federal and state  securities laws. For
fiscal year 2002, 2001 and 2000, WPN received a monthly fee of  $520,833.33.  In
August 1997, the Company granted WPN options to acquire 333,333 shares of Common
Stock.  Such  options  are held by WPN as nominee for Ronald  LaBow,  Stewart E.
Tabin and Neale X.  Trangucci,  each of whom is an officer  of WPN,  and has the
right to acquire  200,000,  66,666 and 66,666  shares,  respectively,  of Common
Stock. WPN additionally  beneficially owns options to purchase 327,500 shares of
Common Stock. The weighted average exercise price of all such options is $30.69.
None  of  these   options  were   exercised  in  2002.   The  Company   provides

                                       82

indemnification  for  WPN's  employees,   officers  and  directors  against  any
liability,  obligation  or loss  resulting  from their  actions  pursuant to the
Management  Agreement.  The  Management  Agreement  has a two  year  term and is
renewable  automatically  for successive two year periods,  unless terminated by
either  party upon 60 days'  notice prior to the renewal  date.  WPN Corp.  also
receives  certain  benefits  from  financial  intermediaries  which it transacts
business  with on behalf of the  Company in the form of research  materials  and
services, which are used by WPN Corp. on behalf of the Company and in connection
with its  other  activities.  For the  fiscal  year  2002,  the  amount  of such
reimbursement  was approximately  $75,000.  WPN has not derived any other income
and has not received  reimbursement  of any of its  expenses  (other than health
benefits and standard  directors'  fees) from the Company in connection with the
performance of services  described  above. The Company believes that the cost of
obtaining the type and quality of services  rendered by WPN under the Management
Agreement is no less  favorable  than the cost at which the Company could obtain
from unaffiliated entities.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
            AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

            The following table sets forth information  concerning  ownership of
the Common Stock of WHX  Corporation  (the  "Company")  outstanding at April 14,
2003, by (i) each person known by the Company to be the beneficial owner of more
than five percent of its Common  Stock,  (ii) each  director,  (iii) each of the
executive  officers  named in the  summary  compensation  table  and (iv) by all
directors and executive officers of the Company as a group.

                                                      Shares Beneficially     Percentage
Name and Address of Beneficial Owner (1)                    Owned(2)          of Class(2)
----------------------------------------                    --------          -----------

Deutsche Bank A.G.(3)
TaunusanIage 12, D-60325
Frankfurt am Main, Federal Republic of Germany........        1,657,490          23.9%
WPN Corp.(4)
110 E. 59th Street
New York, New York  10022.............................         568,413            9.6%
Dimensional Fund Advisors Inc.(5)
1299 Ocean Avenue, 11th Floor
Santa Monica, California  90401......................          406,736            7.5%
Gabelli Asset Management, Inc.(6)
One Corporate Center,
Rye, New York  10580................................           795,910           13.9%
Alliance Capital Management L.P.(7)
1290 Avenue of the Americas
New York, New York  10104...........................          387,366             7.2%
Dewey Square Investors Corporation(8)
One Financial Center
Boston, Massachusetts  02111........................          288,806             5.3%
Ronald LaBow........................................          568,413(4)          9.6%
Neil D. Arnold......................................           61,879(9)          1.1%
Robert A. Davidow...................................           61,372(10)         1.1%
William Goldsmith...................................           33,329(9)           *

                                       83

Robert D. LeBlanc...................................          101,559(11)         1.9%
Marvin L. Olshan....................................           37,772(12)          *
Raymond S. Troubh...................................           48,995(13)          *
James G. Bradley....................................           86,666(9)          1.6%
Robert K. Hynes.....................................           22,609(14)          *
Louis Klein Jr......................................            2,000              *
Garen W. Smith .....................................           63,397(15)         1.2%
All Directors and Executive Officers as a Group
(11 persons) ........................................       1,087,991(16)        17.1%

-------------------

*           Less than one percent.

(1)         Each  stockholder,  director and  executive  officer has sole voting
            power  and  sole  dispositive  power  with  respect  to  all  shares
            beneficially owned by him, unless otherwise indicated.

(2)         Based upon shares of Common Stock  outstanding  at April 14, 2003 of
            5,405,856   shares.   Share  totals  are  adjusted  to  reflect  the
            one-for-three reverse stock split effectuated on August 22, 2002.

(3)         Based on a  Schedule  13G/A  filed in May 2002,  Deutsche  Bank A.G.
            beneficially  holds 871,000  shares of Series A Preferred  Stock and
            738,360 shares of Series B Preferred Stock  convertible into 919,950
            and 603,240 shares of Common Stock, respectively, and 134,300 shares
            of Common Stock.

(4)         Based on a Schedule 13D filed jointly in December 1997 by WPN Corp.,
            Ronald  LaBow,  Stewart  E. Tabin and Neale X.  Trangucci.  Includes
            527,500  shares of Common Stock  issuable  upon  exercise of options
            within 60 days hereof.  Ronald LaBow, the Company's Chairman, is the
            sole stockholder of WPN Corp. Consequently,  Mr. LaBow may be deemed
            to be the  beneficial  owner of all shares of Common  Stock owned by
            WPN Corp. Mr. LaBow disclaims beneficial ownership of the options to
            purchase 133,332 shares of Common Stock held by WPN Corp. as nominee
            for Messrs. Tabin and Trangucci, all of which are exercisable within
            60 days  hereof.  Messrs.  Tabin  and  Trangucci  are  officers  and
            directors  of WPN Corp.  and  disclaim  beneficial  ownership of all
            shares of Common  Stock  owned by WPN Corp.,  except for  options to
            purchase  such 133,332  shares of Common Stock held by WPN Corp.  as
            nominee for Messrs.  Tabin and Trangucci.  Each of Messrs. Tabin and
            Trangucci  holds  options,  exercisable  within 60 days  hereof,  to
            purchase 180,549 shares of Common Stock.

(5)         Dimensional  Fund  Advisors,  Inc.  ("Dimensional"),  an  investment
            advisor registered under Section 203 of the Investment  Advisors Act
            of 1940,  furnishes  investment advice to four investment  companies
            registered  under the Investment  Company Act of 1940, and serves as
            investment  manager to certain  other  commingled  group  trusts and
            separate accounts. (These investment companies,  trusts and accounts
            are the  "Funds.")  In its role as  investment  advisor or  manager,
            Dimensional  possesses  voting and/or  investment power over 406,736
            shares of WHX  Corporation  Stock as of December 31, 2002. The Funds

                                       84

            own all  securities  reported  in this  statement,  and  Dimensional
            disclaims beneficial ownership of such securities.

(6)         Based on a Schedule  13D/A filed in December  2002,  Gabelli  Funds,
            LLC, GAMCO Investors, Inc., Gabelli Securities, Inc., MJG Associates
            Inc.  and Gabelli  Advisors,  Inc.  collectively  beneficially  hold
            795,910 shares of Common Stock.  This amount includes 154,809 shares
            of Series A Preferred Stock and 168,056 shares of Series B Preferred
            Stock  convertible  into 163,509 and 137,301 shares of Common Stock,
            respectively.

(7)         Based on a Schedule  13G filed  jointly in February  1999,  Alliance
            Capital  Management,  L.P.,  AXA, AXA Assurances  I.A.R.D.  Mutuelle
            ("AXAAIM"),  AXA Assurances Vie Mutuelle ("AXAAVM"), AXA Conseil Vie
            Assurance  Mutuelle  ("AXACVAM"),  AXA Courtage  Assurance  Mutuelle
            ("AXACAM")   and  The   Equitable   Companies,   Inc.   collectively
            beneficially hold 387,366 shares of Common Stock. The address of AXA
            is 9 Place  Vendome 75001 Paris,  France.  The address of AXAAIM and
            AXAAVM is 21, rue de Chateaudun 75009 Paris,  France. The address of
            AXACVAM  is  100-101  Terrasse  Boieldieu  92042  Paris La  Defense,
            France. The address of AXACAM is 26, rue Louis le Grand 75002 Paris,
            France.

(8)         Based on a  Schedule  13G/A  filed in  January  1999,  Dewey  Square
            Investors Corp.  beneficially  holds 288,806 shares of Common Stock.
            This amount includes Common Stock issuable upon their  conversion of
            Preferred Stock.

(9)         Consists of shares of Common Stock  issuable upon their  exercise of
            options within 60 days hereof.

(10)        Includes  34,439 shares of Common Stock issuable upon their exercise
            of options within 60 days hereof, and approximately 26,933 shares of
            Common Stock  issuable upon  conversion of 25,500 shares of Series A
            Preferred Stock.

(11)        Includes  86,666 shares of Common Stock issuable upon their exercise
            of options within 60 days hereof, 12,077 shares of Common Stock, and
            817 shares of Common Stock issuable upon  conversion of 1,000 shares
            of Series B Preferred  Stock  owned  directly  by Mr.  LeBlanc,  333
            shares of Common Stock held by Mr.  LeBlanc's  wife and 1,666 shares
            of Common Stock held by Mr. LeBlanc's children. Mr. LeBlanc resigned
            from his positions with the Company effective March 14, 2003.

(12)        Includes  34,439 shares of Common Stock issuable upon their exercise
            of options within 60 days hereof.

(13)        Includes  31,662 shares of Common Stock issuable upon their exercise
            of options within 60 days hereof.

(14)        Includes  20,274 shares of Common Stock issuable upon their exercise
            of options within 60 days hereof.

                                       85

(15)        Includes  53,914 shares of Common Stock issuable upon their exercise
            of options  within 60 days  hereof,  and 817 shares of Common  Stock
            issuable  upon  conversion  of 1,000  shares of  Series B  Preferred
            Stock.

(16)        Includes 970,968 shares of Common Stock issuable upon their exercise
            of options within 60 days hereof.

                        EQUITY COMPENSATION PLAN SUMMARY

            The following  table sets forth  information as of December 31, 2002
regarding the number of shares of Common Stock issued and available for issuance
under the Company's existing equity compensation plans:

                                                                                       Number of
                                                                                  securities remaining
                                                                                  available for future
                                                                                       issuance
                                Number of securities                                  under equity
                                 to be issued upon         Weighted-average        compensation plans
                                     exercise of          exercise price of      (excluding securities
                                 outstanding options,    outstanding options,          reflected
    Plan category                warrants and rights     warrants and rights         in column (a))

                                          (a)                   (b)                       (c)
Equity compensation plans
approved by security
holders                                2,013,298              $27.805                   670,035

Equity compensation plans
not approved by security
holders                                    __                   __                        __

Total                                  2,013,298              $27.805                   670,035

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

            Marvin L.  Olshan,  a director and  Secretary of the Company,  is Of
Counsel of Olshan Grundman Frome  Rosenzweig &  Wolosky LLP  ("OGFR&W").
The Company has retained OGFR&W as its outside general counsel since January
1991.  The fees paid such firm by the  Company do not  exceed 5% of such  firm's
gross revenues for the fiscal year ended December 31, 2002.

            Neil D. Arnold,  a director of the Company,  joined WPN Corp.  as an
officer in August 2001. WPN Corp. is wholly-owned  by Ronald LaBow,  Chairman of
the  Board  of the  Company,  and is party to a  management  agreement  with the
Company - see below.  Mr.  Arnold was paid  $500,000 by WPN for his  services in
2002.

                                       86

            Garen W. Smith,  a director of the Company and former  president and
chief  executive  officer  of  Unimast   Incorporated,   a  former  wholly-owned
subsidiary of the Company until its sale in 2002,  received a payment $2,734,700
in 2002  relating  to his  efforts  in  connection  with  the  sale  of  Unimast
Incorporated  by the  Company  prior to the time he  became  a  director  of the
Company.

MANAGEMENT AGREEMENT

            Pursuant to the Management  Agreement  approved by a majority of the
Company's  disinterested  directors,  WPN, of which Ronald LaBow,  the Company's
Chairman,  is the sole  stockholder and an officer and a director,  provides the
Company with  financial,  management,  advisory and  consulting  services to the
Company,  subject to the supervision and control of the disinterested directors.
The Management Agreement has a two year term and is renewable  automatically for
successive  two year  periods,  unless  terminated by either party upon 60 days'
notice  prior  to the  renewal  date.  The  Company  believes  that  the cost of
obtaining the type and quality of services  rendered by WPN under the Management
Agreement is no less  favorable  than the cost at which the Company could obtain
from unaffiliated  entities.  See "Executive  Compensation-Management  Agreement
with WPN Corp."

CHAPTER  11  BANKRUPTCY  FILING  OF  WHEELING-PITTSBURGH   CORPORATION  AND  ITS
SUBSIDIARIES

            On  November  16,  2000,  Wheeling-Pittsburgh  Corporation  and  its
subsidiaries,  including  Wheeling-Pittsburgh  Steel Corporation (together,  the
"WPC Group") filed voluntary  petitions (the "Chapter 11 Filings") to reorganize
their  businesses under Chapter 11 of the U.S. Code. The Chapter 11 Filings were
made in the United States  Bankruptcy  Court for the Northern  District of Ohio.
The WPC Group is in  possession  of its  properties  and assets and continues to
manage  its   businesses   with  its   existing   directors   and   officers  as
debtors-in-possession subject to the supervision of the bankruptcy court.

ITEM 14.    CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

            Our Principal  Executive Officer ("PEO") and Chief Financial Officer
("CFO") have evaluated WHX Corporation's disclosure controls and procedures,  as
defined  in the  rules of the SEC,  within  90 days of the  filing  date of this
report and have  determined  that such controls and procedures were effective in
ensuring  that  material   information  relating  to  WHX  Corporation  and  its
consolidated  subsidiaries  was made known to them during the period  covered by
this report.

INTERNAL CONTROLS

            Our PEO and CFO are  primarily  responsible  for the accuracy of the
financial   information  that  is  presented  in  this  report.  To  meet  their
responsibility for financial reporting,  they have established internal controls
and procedures,  which they believe are adequate to provide reasonable assurance
that WHX  Corporation's  assets are protected from loss. These internal controls
are  reviewed  by WHX  Corporation's  internal  auditors  in  order  to  monitor
compliance  and by our  independent  accountants to support their audit work. In

                                       87

addition,  our Board's Audit  Committee,  which is composed  entirely of outside
directors,   meets  regularly  with  management,   internal   auditors  and  the
independent  accountants to review  accounting,  auditing and financial matters.
This committee and the independent  accountants  have free access to each other,
with or without management being present.

            There  were no  significant  changes in WHX  Corporation's  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of the PEO's and CFO's most recent evaluation.

ITEM 15.    PRINCIPAL ACCOUNTING FEES AND SERVICES

THE FOLLOWING FEES WERE BILLED BY PRICEWATERHOUSECOOPERS  LLP TO THE COMPANY FOR
SERVICES  PERFORMED  ON BEHALF OF THE  COMPANY  (EXCLUDING  THE WPC  GROUP),  AS
DESCRIBED BELOW:

            AUDIT FEES: The aggregate fees for professional services rendered by
PricewaterhouseCoopers  LLP for the  audit  of the  Company's  annual  financial
statements  for the fiscal year ended  December  31, 2002 and the reviews of the
financial  statements  included in the Company's Form 10-Qs for such fiscal year
were approximately  $566,000 (including expenses),  of which $282,000 was billed
in fiscal  2002.  During  fiscal  2002,  PricewaterhouseCoopers  LLP  billed the
Company $60,000  (including  expenses) for additional audit fees relating to the
audit of the Company's  annual  financial  statements  for the fiscal year ended
December 31, 2001.

            The   aggregate   fees  for   professional   services   rendered  by
PricewaterhouseCoopers  LLP for the  audit  of the  Company's  annual  financial
statements  for the fiscal year ended  December  31, 2001 and the reviews of the
financial  statements  included in the Company's Form 10-Qs for such fiscal year
were approximately  $564,000 (including expenses),  of which $268,000 was billed
in fiscal  2001.  During  fiscal  2001,  PricewaterhouseCoopers  LLP  billed the
Company $319,000 (including  expenses) for additional audit fees relating to the
audit of the Company's  annual  financial  statements  for the fiscal year ended
December 31, 2000.

            AUDIT-RELATED  FEES: The aggregate  fees billed by  Pricewaterhouse-
Coopers LLP for audit-related services for the years ended December 31, 2001 and
December 31, 2002 were approximately  $86,000 and $97,000,  respectively.  Audit
related fees consist  principally of fees for audits of financial  statements of
certain employee benefit plans and due diligence related to divestitures.

            TAX FEES: The aggregate fees for professional  services  rendered by
PricewaterhouseCoopers  LLP for tax compliance,  tax advice and tax planning for
the fiscal years ended  December 31, 2001 and December 31, 2002 were $80,000 and
$145,000, respectively.

            ALL  OTHER  FEES:   No  other  fees  were   incurred  or  billed  by
PricewaterhouseCoopers LLP during the years ended December 31, 2001 and December
31, 2002.

                                       88

THE FOLLOWING  FEES WERE BILLED BY  PRICEWATERHOUSECOOPERS  LLP TO THE WPC GROUP
FOR SERVICES PERFORMED ON BEHALF OF THE WPC GROUP, AS DESCRIBED BELOW:

            AUDIT FEES: The aggregate fees for professional services rendered by
PricewaterhouseCoopers  LLP for the audit of the WPC  Group's  annual  financial
statements  for the fiscal years ended  December 31, 2001 and December 31, 2002,
respectively,  were approximately  $269,000 and $300,000  (including  expenses),
respectively,  of which  $114,000  and  $205,000  were  billed in 2001 and 2002.
Wheeling-Pittsburgh   Corporation  and  its  subsidiaries   are   unconsolidated
subsidiaries of the Company.

            AUDIT-RELATED     FEES:     The    aggregate    fees    billed    by
PricewaterhouseCoopers  LLP  for  audit-related  services  for the  years  ended
December 31, 2001 and December 31, 2002 were approximately  $63,000 and $69,000,
respectively. These fees are for audits of certain employee benefit plans.

            TAX FEES: The aggregate fees for professional  services  rendered by
PricewaterhouseCoopers  LLP for tax compliance,  tax advice and tax planning for
the fiscal year ended December 31, 2001 was $32,000.  There were no tax services
rendered in 2002.

            ALL OTHER FEES: The aggregate  fees billed for services  rendered by
PricewaterhouseCoopers  LLP, other than the services  referred to above, for the
fiscal year ended  December 31, 2001 was  approximately  $1,884,000 for services
performed  on  behalf of the WPC  Group  primarily  for  advice  and  assistance
relating  to the WPC  Group's  bankruptcy  proceedings  and  related  regulatory
filings.  No other fees were  incurred or billed by  PricewaterhouseCoopers  LLP
during the year ended December 31, 2002.

            The  audit  committee  has  considered   whether  the  provision  by
PricewaterhouseCoopers  LLP of the  services  covered by the fees other than the
audit  fees  is  compatible  with   maintaining   PricewaterhouseCoopers   LLP's
independence and believes that it is compatible.

                                       89

                                     PART IV

ITEM 16. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a) 3.   EXHIBITS

      2.1   Confirmation  Order of the United  States  Bankruptcy  Court for the
            Western   District  of   Pennsylvania,   dated  December  18,  1990,
            containing   the   Amended   Joint   Plan   of   Reorganization   of
            Wheeling-Pittsburgh  Steel  Corporation,  dated October 18, 1990, as
            modified and approved -- Incorporated herein by reference to Exhibit
            2.1 to WPC's Form 8-K filed December 28, 1990.

      2.2   Form of Plan and  Agreement  of  Merger,  dated as of July 26,  1994
            among WPC,  WHX and  WHEELING-PITTSBURGH  STEEL  CORPORATION  Merger
            Co.-- Incorporated  herein by reference to Exhibit 2.2. to Company's
            Form S-4 Registration Statement (No. 33-53591).

      3.1   Certificate of  Incorporation of the Company--  Incorporated  herein
            by reference to Exhibit 3.2 to the Company's  Form S-4  Registration
            Statement (No. 33-53591).

      3.2   Certificate  of  Designations  filed with the Delaware  Secretary of
            State on September 22, 1994 - - Incorporated  herein by reference to
            Exhibit 4.3 to the Company's  Form S-3  Registration  Statement (No.
            33-54831).

      3.3   Certificate of Amendment to Certificate of Incorporation  filed with
            the Delaware Secretary of State on January 23, 1997.

      3.4   Certificate of Amendment to Certificate of Incorporation  filed with
            the Delaware  Secretary of State on January 23, 1997 -  Incorporated
            herein by reference  to Exhibit 99.2 to the Form 8-K filed  November
            11, 1999.

      3.5   Certificate of Amendment to Certificate of Incorporation  filed with
            the Delaware Secretary of State on August 22, 2002.

      3.6   Amended and Restated  By-Laws of the Company -  Incorporated  herein
            by  reference  to Exhibit  99.2 to the Form 8-K filed  November  11,
            1999.

      4.1   Indenture  ("Senior  Note  Indenture"),  between  WPC and Bank  One,
            Columbus,  NA, as  Trustee--  Incorporated  herein by  reference  to
            Exhibit  4.1  to  WPC's  Form  S-4   Registration   Statement   (No.
            333-43867).

                                       90

      4.2   Term  Loan   Agreement   dated  as  of  November  20,  1997  between
            Wheeling-Pittsburgh  Corporation and DLJ Capital  Funding,  Inc., as
            syndication  agent,  and the lenders party  thereto --  Incorporated
            herein by reference to Exhibit 4.2 to the 1997 Form 10-K.

      4.3   Amendment  No. 1 to Term Loan  Agreement  dated as of  December  31,
            1997  between   Wheeling-Pittsburgh   Corporation  and  DLJ  Capital
            Funding, Inc., as syndication agent, and the Lenders party thereto--
            Incorporated  herein by  reference  to Exhibit  4.3 to the 1997 Form
            10-K.

      4.4   Debtor in Possession  Credit Agreement dated as of November 17, 2000
            among  Wheeling-Pittsburgh  Corporation,  Wheeling-Pittsburgh  Steel
            Corporation,   W-P  Steel  Venture  Corporation,   Consumers  Mining
            Company,   W-P  Coal  Company,   Mingo  Oxygen   Company,   Monessen
            Southwestern   Railway   Company,    Wheeling-Empire   Company   and
            Pittsburgh-Canfield  Corporation,  the  lenders  party  thereto  and
            Citibank,  N.A. as initial  issuing bank and Citicorp USA,  Inc., as
            agent.

      4.5   Credit  Agreement  dated as of July 30,  1998 among  Handy & Harman,
            Handy & Harman of Canada,  Limited,  Handy & Harman Europe  Limited,
            Rigby-Maryland  (Stainless) Limited and Indiana Tube Danmark A/S and
            the Initial Lenders, Initial Issuing Banks and Swing Line Bank named
            therein   and   Citicorp   USA,   Inc.  as   collateral   agent  and
            administrative  agent. - Incorporated herein by reference to Exhibit
            4.11 to the 1998 Form 10-K.

     10.1   Form of Key Employee Deferred Compensation Agreement -- Incorporated
            herein by reference to Exhibit 10.1 to the 1990 10-K.

     10.2   Cooperation Agreement dated February 7, 1984 between the Company and
            Nisshin  Steel  Co.,  Ltd.  --Incorporated  herein by  reference  to
            Exhibit 10.24 to the Company's Form S-1  Registration  Statement No.
            2-89295 as filed with the  Securities  and  Exchange  Commission  on
            February 7, 1984.

     10.3   Close Corporation and Shareholder's  Agreement  effective as of
            March 24, 1994, by and among Dong Yang Tinplate America Corp.,  WPC,
            Nittetsu Shoji American, Inc. and Ohio Coatings Company.

     10.4   Second  Amended  and  Restated  Shareholders  Agreement  dated as of
            November 12, 1990 between the Company and Nisshin  Steel Co.  Ltd.--
            Incorporated herein by reference to Exhibit 10.9 to the 1990 10-K.

     10.5   Management Agreement dated as of January 3, 1991 between the Company
            and WPN Corp. --Incorporated herein by reference to Exhibit 10.11 to
            the 1990 10-K.

     10.6   Amendment No. 1 to Management  Agreement dated as of January 1, 1993
            between the Company and WPN Corp.-- Incorporated herein by reference
            to Exhibit 10.8 to the  Company's  Form S-2  Registration  Statement
            filed February 23, 1993 (the  "February  Form S-2").  10.7 Amendment
            No. 2 to Management Agreement dated as of April 11, 1994 between the
            Company and WPN Corp.--  Incorporated herein by reference to Exhibit
            10.9 to the 1994 Form 10-K.

     10.8   Amendment  No. 3 to Management  Agreement  dated as of April 1, 1996
            between the Company and WPN  Corporation --  Incorporated  herein by
            reference to Exhibit 10.9 to the 1996 Form 10-K.

     10.9   Amendment No. 4 to Management  Agreement  dated as of April 13, 1998
            between  the Company and WPN  Corporation--  Incorporated  herein by
            reference to Exhibit 10.9 to the 1998 Form 10-K.

    10.10   Amended and Restated 1991  Incentive and  Nonqualified  Stock Option
            Plan - Incorporated herein by reference to Exhibit 4.1 to WHX's Form
            S-8 filed July 9, 2001.

    10.11   1993  Directors  and  Non-Employee   Officers  Stock  Option  Plan--
            Incorporated  herein by  reference  to Exhibit 4.D to WPC's Form S-8
            filed April 8, 1994.

    10.12   1997 Directors Stock Option Plan--  Incorporated herein by reference
            to Exhibit 10.11 to the 1997 Form 10-K.

    10.13   2001 Stock Option Plan - Incorporated herein by reference to Exhibit
            4.2 to WHX's Form S-8 filed July 9, 2001.

                                       91

    10.14   WPN  Corp.   Stock  Option  Grant  Letter  dated  July  29,   1993--
            Incorporated  herein by reference to Exhibit  10.13 to the 1998 Form
            10-K.

    10.15   WPN  Corp.   Stock  Option  Grant  Letter  dated  August  4,  1997--
            Incorporated  herein by reference to Exhibit  10.12 to the 1997 Form
            10-K.

    10.17   Agreement  dated as of April 23, 1998 by and between the Company and
            James G. Bradley.  Incorporated herein by reference to Exhibit 10.17
            to the 1998 Form 10-K.

    10.18   Agreement  dated as of April 17, 1998 by and between the Company and
            Robert D. LeBlanc. Incorporated herein by reference to Exhibit 10.17
            to the 1998 Form 10-K.

    10.19   Settlement and Release  Agreement,  dated as of May 25, 2001, by and
            among Wheeling- Pittsburgh Steel Corporation and Wheeling-Pittsburgh
            Corporation, WHX Corporation and certain affiliates of WPSC, WPC and
            WHX as  specified  on the  signature  pages  thereto -  Incorporated
            herein by  reference  to Exhibit  99.1 to the Form 8-K filed May 30,
            2001.

**   10.21  Stock  Redemption  Agreement  dated as of  November  16, 2001 by and
            among WHX Entertainment Corp., Sportsystems Corporation and Wheeling
            Downs Racing Association, Inc.

**   10.22  Stock  Purchase  Agreement  dated as of June 24, 2002 by and between
            Worthington Industries, Inc. and WHX Corporation.

      21.1  Subsidiaries  of  Registrant -  Incorporated  herein by reference to
            Exhibit 21.1 to the 1999 Form 10-K.

*     23.1  Consent of PricewaterhouseCoopers LLP

*     99.1  Certification of Principal Executive Officer

*     99.2  Certification of Principal Financial Officer

(b) Financial Statements:

          1.   Audited Financial Statements of WHX Corporation (Parent Only).

          2.   Audited Financial Statements of  Wheeling-Pittsburgh  Corporation
               and Subsidiaries.

(c) Reports on Form 8-K Filed:

          October 9, 2002
          November 8, 2002

          * - filed herewith.

         ** - filed on Form 10-K as filed on April 15, 2003.

                                       92

                                   SIGNATURES

      Pursuant  to the  requirements  of Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has signed this report by the  undersigned,
thereunto  duly  authorized in the City of New York,  State of New York on April
29, 2003.

WHX CORPORATION

By    /s/ Neil D. Arnold                         Date        April 29, 2003
      ----------------------------------
      Neil D. Arnold, Vice Chairman

                  CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

  Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.ss.1350)

I, Neil D. Arnold, certify that:

1.   I have reviewed this annual report on Form 10-K of WHX Corporation;

2.   Based on my  knowledge,  this  annual  report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this annual report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this annual report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this annual report;

4.   The  registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

          a)   designed such  disclosure  controls and procedures to ensure that
               material  information  relating to the registrant,  including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               annual report is being prepared;

          b)   evaluated  the  effectiveness  of  the  registrant's   disclosure
               controls and  procedures as of a date within 90 days prior to the
               filing date of this annual report (the "Evaluation Date"); and

          c)   presented  in  this  annual  report  our  conclusions  about  the
               effectiveness of the disclosure  controls and procedures based on
               our evaluation as of the Evaluation Date.

5.   The registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent functions):

          a)   all  significant  deficiencies  in the  design  or  operation  of
               internal  controls which could adversely  affect the registrant's
               ability to record,  process,  summarize and report financial data
               and have  identified for the  registrant's  auditors any material
               weaknesses in internal controls; and

          b)   any fraud,  whether or not material,  that involves management or
               other employees who have a significant  role in the  registrant's
               internal controls; and

6.   The  registrant's  other  certifying  officers and I have indicated in this
     annual report whether there were significant  changes in internal  controls
     or in other  factors  that could  significantly  affect  internal  controls
     subsequent  to the  date  of our  most  recent  evaluation,  including  any
     corrective  actions with regard to  significant  deficiencies  and material
     weaknesses.

                                                /s/ Neil D. Arnold
                                                ---------------------------
                                                Neil D. Arnold
                                                Vice Chairman
                                                April 29, 2003

                                       93

                  CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

  Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.ss.1350)

I, Robert K. Hynes, certify that:

1.      I have reviewed this annual report on Form 10-K of WHX Corporation;

2.      Based on my  knowledge,  this annual  report does not contain any untrue
        statement of a material fact or omit to state a material fact  necessary
        to make the statements made, in light of the  circumstances  under which
        such  statements  were made, not  misleading  with respect to the period
        covered by this annual report;

3.      Based on my knowledge,  the financial  statements,  and other  financial
        information  included  in this  annual  report,  fairly  present  in all
        material  respects the financial  condition,  results of operations  and
        cash flows of the  registrant  as of, and for, the periods  presented in
        this annual report;

4.      The  registrant's  other  certifying  officers and I are responsible for
        establishing  and  maintaining  disclosure  controls and  procedures (as
        defined in Exchange Act Rules 13a-14 and 15d-14) for the  registrant and
        I have:

                    a)   designed  such  disclosure  controls and  procedures to
                         ensure  that  material   information  relating  to  the
                         registrant, including its consolidated subsidiaries, is
                         made  known  to us by  others  within  those  entities,
                         particularly  during the  period in which  this  annual
                         report is being prepared;

                    b)   evaluated  the   effectiveness   of  the   registrant's
                         disclosure  controls and procedures as of a date within
                         90 days prior to the filing date of this annual  report
                         (the "Evaluation Date"); and

                    c)   presented in this annual report our  conclusions  about
                         the  effectiveness  of  the  disclosure   controls  and
                         procedures based on our evaluation as of the Evaluation
                         Date.

5.      The registrant's other certifying  officers and I have disclosed,  based
        on our most recent  evaluation,  to the  registrant's  auditors  and the
        audit  committee  of   registrant's   board  of  directors  (or  persons
        performing the equivalent functions):

                    a)   all significant deficiencies in the design or operation
                         of internal  controls which could adversely  affect the
                         registrant's ability to record, process,  summarize and
                         report  financial  data  and  have  identified  for the
                         registrant's   auditors  any  material   weaknesses  in
                         internal controls; and

                    b)   any  fraud,  whether  or not  material,  that  involves
                         management  or other  employees  who have a significant
                         role in the registrant's internal controls; and

6.      The registrant's other certifying  officers and I have indicated in this
        annual  report  whether  there  were  significant  changes  in  internal
        controls or in other factors that could  significantly  affect  internal
        controls subsequent to the date of our most recent evaluation, including
        any  corrective  actions  with regard to  significant  deficiencies  and
        material weaknesses.

                                         /s/ Robert K. Hynes
                                         -------------------------------
                                         Robert K. Hynes
                                         Chief Financial Officer
                                         April 29, 2003

                                       94

        Report of Independent Accountants on Financial Statement Schedule

To the Board of Directors and
Stockholders of WHX Corporation

Our audits of the consolidated  financial  statements  referred to in our report
dated April 11, 2003 appearing in the WHX Corporation 2002 Annual Report on Form
10 K (which report and consolidated  financial statements are included in Item 8
of this Form 10 K) also included an audit of the financial statement schedule of
the Condensed Financial Statements of the registrant listed in Item 15(b) (1) of
this Form 10 K. In our  opinion,  this  financial  statement  schedule  presents
fairly, in all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements.

PricewaterhouseCoopers LLP
New York, New York
April 11, 2003

                                       95

WHX CORPORATION (PARENT ONLY)

CONSOLIDATED STATEMENT OF OPERATIONS
                                                                 Year ended December 31,
                                                         ---------------------------------------
                                                            2002          2001            2000
                                                         ---------      ---------      ---------
                                                                      (in thousands)
Cost and expenses:
Precious metals - LIFO liquidation                       $    --        $     503      $   3,075
Precious metals - lower of cost or market reserve             --            2,664           --
Depreciation                                                 1,072          1,072          1,072
Management fee income - continuing operations                 (750)          (750)        (2,833)
Management fee income - discontinued operations               (146)          (250)          (250)
Pension expense                                              7,446          4,461          2,584
Pension charge - WPC Group                                    --             --           (2,584)
Administrative and general expense                           9,781         11,930          8,414
                                                         ---------      ---------      ---------
       Subtotal - expenses                                  17,403         19,630          9,478
                                                         ---------      ---------      ---------

Interest expense                                            16,976         30,468         31,251
Gain on sale of interest in Wheeling Downs                    --           88,517           --
Gain on sale of discontinued operations - net of tax        11,861           --             --
Equity in earnings of discontinued operations               10,601          5,416          7,821
Equity in earnings of subsidiaries                         (87,978)           653       (167,948)
Gain on early retirement of debt                            42,491         19,011           --
Other income (expense) - net                                 3,293          5,358        (10,256)
                                                         ---------      ---------      ---------
Income (loss) before taxes                                 (54,111)        68,857       (211,112)
Tax provision (benefit)                                    (20,577)       (32,264)       (30,067)
                                                         ---------      ---------      ---------
Net income (loss)                                          (33,534)       101,121       (181,045)
Dividend requirement for preferred stock                    19,224         19,329         20,607
                                                         ---------      ---------      ---------
Net income (loss) applicable to common stock             $ (52,758)     $  81,792      $(201,652)
                                                         =========      =========      =========

    SEE NOTES TO PARENT ONLY FINANCIAL STATEMENTS

                                       96

WHX CORPORATION (PARENT ONLY)
CONSOLIDATED BALANCE SHEETS                                                   Year ended December 31,
                                                                            ------------------------
                                                                                2002           2001
                                                                            ---------      ---------
                                                                                  (in thousands)
                                 ASSETS
Current assets:
Cash and cash equivalents                                                   $   1,643      $     997
Short term investments                                                        205,275        244,883
Receivables                                                                       659            387
Inventories                                                                    21,999         21,999
Due from Unimast - current                                                      3,204          2,000
Other current assets                                                            2,873          1,074
                                                                            ---------      ---------
    Total current assets                                                      235,653        271,340

Investment in and advances to subsidiaries - net                              193,103        262,565
Investment in and advances to Unimast                                            --           57,543
Plant and equipment, at cost less
   accumulated depreciation and amortization                                    7,302          8,361
Intangibles                                                                    40,270           --
Prepaid pension asset                                                          25,848         33,294
Deferred charges and other assets                                               5,172          8,776
Due from Unimast                                                                 --            3,204
Deferred income taxes                                                          31,449          4,614
                                                                            ---------      ---------
                                                                            $ 538,797      $ 649,697
                                                                            =========      =========

                                   LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accrued expenses                                                            $   5,637      $   5,579
Short-term debt                                                               107,858        110,946
Deferred income taxes - current                                                 7,209          7,209
                                                                            ---------      ---------
    Total current liabilities                                                 120,704        123,734
Long-term debt                                                                110,504        245,059
Additional minimum pension liability                                           93,728           --
                                                                            ---------      ---------
                                                                              324,936        368,793
                                                                            ---------      ---------
Stockholders' Equity:
Preferred stock - $.10 par value; authorized 10,000
   shares; issued and outstanding: 5,253 and 5,571 shares                         552            557
Common stock -  $.01 par value; authorized 60,000
   shares; issued and outstanding: 5,406 and 5,357 shares                          54             54
Accumulated other comprehensive income (loss)                                 (35,775)        (2,268)
Additional paid-in capital                                                    556,009        556,006
Accumulated earnings  (deficit)                                              (306,979)      (273,445)
                                                                            ---------      ---------
                                                                              213,861        280,904
                                                                            ---------      ---------
                                                                            $ 538,797      $ 649,697
                                                                            =========      =========

SEE NOTES TO PARENT ONLY FINANCIAL STATEMENTS

                                       97

WHX CORPORATION (PARENT ONLY)
CONSOLIDATED STATEMENT OF CASH FLOWS                                           Year ended December 31,
                                                                     ---------------------------------------
                                                                        2002          2001            2000
                                                                     ---------      ---------      ---------
                                                                                   (in thousands)

Cash Flows From Operating Activities

   Net income (loss)                                                 $ (33,534)     $ 101,121      $(181,045)
   Non cash income and expenses
          Depreciation and amortization                                  2,724          4,174          2,582
           Income taxes                                                 (9,901)       (26,324)       (18,698)
          Equity in (earnings)/loss of subsidiaries - continuing        87,778           (653)       167,948
          Equity in earnings of subsidiaries - discontinued            (10,601)        (4,833)        (7,325)
          Gain on sale of discontinued operations                      (18,747)          --             --
          Gain on sale of interest in Wheeling-Downs                      --          (88,517)          --
          Pension expense                                                7,446          4,460          2,581
          Gain on early retirement of debt                             (42,491)       (19,011)          --
Decrease/(increase) in working capital elements
          Receivables - including affiliated companies                 (12,131)         2,245        (20,965)
          Receivables - Unimast                                          8,534          5,941          6,665
          Inventories                                                     --           22,992         47,453
          Other current assets                                          (1,799)           153           (286)
          Other current liabilities                                     (2,703)        22,449        (13,651)
          Short term investments -  trading                             39,608       (175,565)       590,037
          Investment account borrowings                                 (3,089)       110,946       (495,542)
Other items (net)                                                       (3,943)        (6,521)       (23,505)
                                                                     ---------      ---------      ---------

Net cash (used)/provided by operating activities                         7,151        (46,943)        56,249
                                                                     ---------      ---------      ---------

Cash Flows from Investing Activities
          Note receivable  - WPC                                          --          (30,453)          --
          Release of restricted cash - DIP                                --           33,000           --
          Receipts from/(advances to) WPC                                1,250         (8,369)          --
          Purchase of fixed asset                                          (12)          --             --
          Settlement of Intercompany balances - WPC                       --          (32,000)          --
          Dividend from affiliated companies                              --            2,800           --
          Guarantee of DIP Term Note                                      --             --          (33,000)
          Proceeds from sale of discontinued operations                 84,869           --             --
          Proceeds from sale of interest in Wheeling-Downs                --          105,000           --
          Contribution to Handy & Harman                            (5,000)        (6,300)          --
          Loan to Unimast                                                 --          (48,381)          --
          Unimast loan repayment                                          --           48,381           --
                                                                     ---------      ---------      ---------

Net cash provided/(used) by investing activities                        81,107         63,678        (33,000)
                                                                     ---------      ---------      ---------

Cash flows from financing activities
          Cash paid on extinguishment of debt                          (87,612)       (15,906)          --
          Preferred stock dividends                                       --             --          (15,456)
          Consent solicitation fees                                       --             --           (8,538)
                                                                     ---------      ---------      ---------

Net cash used by financing activities                                  (87,612)       (15,906)       (23,994)
                                                                     ---------      ---------      ---------

Increase/(Decrease) in cash and cash equivalents                           646            829           (745)

Cash and cash equivalents at beginning of period                           997            168            913
                                                                     ---------      ---------      ---------

Cash and cash equivalents at end of period                           $   1,643      $     997      $     168
                                                                     =========      =========      =========

SEE NOTES TO PARENT ONLY FINANCIAL STATEMENTS

                                       98

                  NOTES TO WHX PARENT ONLY FINANCIAL STATEMENTS

NOTE 1 - BASIS OF PRESENTATION

        The  parent  only  financial  statements  include  the  accounts  of all
subsidiary  companies  accounted for under the equity method of  accounting.  On
November  16,  2000,  Wheeling-Pittsburgh  Corporation  ("WPC"),  a wholly owned
subsidiary of WHX Corporation  ("WHX"),  and six of its  subsidiaries  ("the WPC
Group") filed petitions seeking  reorganization  under Chapter 11 of Title 11 of
the United States  Bankruptcy Code. (See Note 2 to the WHX Parent Only Financial
Statements).  As a result of the Bankruptcy Filing, the accompanying parent only
statements of operations and statements of cash flows exclude the equity loss of
WPC for the periods after November 16, 2000.

        The WHX parent company  consists of WHX, WHX Aviation,  WHX Metals,  WHX
Entertainment,  and  Wheeling-Pittsburgh  Capital Corporation.  WHX is a holding
company that has been  structured to invest in and/or acquire a diverse group of
businesses on a  decentralized  basis.  Its  subsidiary  companies  are: Handy &
Harman ("H&H"),  a diversified  manufacturing  company whose strategic  business
segments  encompass  specialty  wire  &  tubing,  precious  metals  plating  and
fabrication,  and  engineered  materials;  and  Pittsburgh-Canfield  Corporation
("PCC"), a manufacturer of  electrogalvanized  products used in the construction
and appliance industries.  WHX's other business consists of  Wheeling-Pittsburgh
Corporation  ("WPC") and its subsidiaries  including  Wheeling-Pittsburgh  Steel
Corporation ("WPSC" and together with WPC and its other  subsidiaries,  the "WPC
Group"),  a vertically  integrated  manufacturer  of value-added and flat rolled
steel products.  WHX, together with all of its subsidiaries shall be referred to
herein as the "Company."

        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 the
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements.  Estimates also affect the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

        Certain  information and footnote  disclosures  normally included in the
financial  statements  prepared in accordance with generally accepted accounting
principles  have been  condensed  or omitted.  These WHX Parent  Only  Financial
Statements should be read in conjunction with the Company's audited Consolidated
Financial  Statements contained in this Form 10K for the year ended December 31,
2002.

NOTE 2 - DISCONTINUED OPERATIONS

        On July 31,  2002,  the Company  sold the stock of  Unimast,  its wholly
owned  subsidiary,  to Worthington  Industries,  Inc. for $95.0 million in cash.
Under the terms of the agreement,  the buyer assumed certain debt of Unimast. In
the  third  quarter,  the  Company  recognized  a  pre-tax  gain on the  sale of
approximately  $18.6  million.  The  gain  on  sale  is  net of  closing  costs,
transaction fees, employee related payments,  and other costs and expenses.  Net
cash  proceeds  from the sale,  after  escrow of $2.5  million,  closing  costs,
transaction fees,  employee related payments,  and other costs and expenses were
approximately  $85.0  million.   The  Company  has  applied  these  proceeds  in
accordance  with the terms of the  Indenture  for the  Company's 10 1/2 % Senior
Notes.

        As a result  of the sale,  the  Parent  Only  Financial  Statements  and
related Notes for the periods presented herein reflect Unimast as a discontinued
operation.

        Included in the WHX Corporation (Parent Only) Balance Sheet for 2002 and
2001 is $3.2 million and $5.2 million,  respectively  of notes  receivable  from
Unimast due to WHX. These amounts earn interest at a variable rate and mature in
March 2003.  Interest remitted by Unimast to WHX amounted to $130,000,  $463,000
and $603,000 for 2002, 2001 and 2000, respectively. Principal payments amounting
to $2.0  million,  $2.0 million and $1.0 million were remitted by Unimast to WHX
in 2002, 2001 and 2000, respectively.

        WHX received  management  fees from  Unimast of  $146,000,  $250,000 and
$250,000 in 2002, 2001, and 2000, respectively.

NOTE 3 - WPC GROUP BANKRUPTCY AND RELATED CONTINGENCIES

                                       99

        On November 16,  2000,  the WPC Group filed  petitions  for relief under
Chapter 11 of the Bankruptcy Code in the United States  Bankruptcy Court for the
Northern  District of Ohio. As a result,  subsequent to the  commencement of the
Bankruptcy  Filing,  the WPC Group sought and obtained  several  orders from the
Bankruptcy Court that were intended to enable the WPC Group to continue business
operations as  debtors-in-possession.  Since the Petition  Date, the WPC Group's
management  has  been  in  the  process  of  stabilizing  their  businesses  and
evaluating their operations,  while continuing to provide uninterrupted services
to their customers.

        On November  17,  2000,  the  Bankruptcy  Court  granted the WPC Group's
motion to approve a $290 million  Debtor in Possession  Credit  Agreement  ("DIP
Credit Agreement") provided by Citibank, N.A., as initial issuing bank, Citicorp
U.S.A., Inc., as administrative agent, and the DIP Lenders.  Pursuant to the DIP
Credit Agreement,  Citibank, N.A. made term loan advances to the WPC Group up to
a maximum  aggregate  principal  amount of $35  million.  In  addition,  the DIP
Lenders  agreed,  subject to certain  conditions,  to provide the WPC Group with
revolving loans, swing loans and letter of credit accommodations in an aggregate
amount of up to $255 million.  On January 2, 2002,  the WPC Group  requested and
received a reduction in the revolving loans, swing loans and letter of credit to
a maximum  aggregate  amount of up to $175  million.  On November 15, 2002,  the
Bankruptcy  Court approved a motion to amend the DIP Credit  Agreement to reduce
the revolving loans,  swing loans and letter of credit to a maximum aggregate of
$160 million and to make certain  other  related  changes to the  agreement.  In
connection  with the  Bankruptcy  Filing,  WHX had guaranteed $30 million of the
term loan portion of the DIP Credit  Agreement  ("Term Loan") and deposited in a
pledged  asset  account  $33  million  of funds  in  support  of such  guaranty.
Effective as of June 1, 2001, WHX purchased a participation  interest comprising
an  undivided  interest  in the Term  Loan in the  amount of $30  million,  plus
interest  accrued but not paid on such amount of the Term Loan  through  June 1,
2001.  Concurrently with such transaction,  WHX's guaranty of $30 million of the
Term Loan described above was terminated and the $33 million of funds previously
deposited in a pledged  asset  account in support of such guaranty were released
to WHX. WHX paid to Citibank $30.5 million of such  deposited  funds to purchase
WHX's participation interest in the Term Loan.

        WPC borrowings  outstanding  under the DIP Credit Facility for revolving
loans totaled  $135.5  million and $127.2  million at December 31, 2002 and 2001
respectively. Term loans under the DIP Credit Facility totaled $35.2 million and
$34.4  million at  December  31, 2002 and 2001  respectively.  Letters of credit
outstanding  under the facility  totaled  $2.8 million at December 31, 2002.  At
December  31, 2002,  net  availability  under the DIP Credit  Facility was $25.7
million.  The DIP Credit  Facility  currently  expires on the earlier of May 17,
2003 or the completion of a Plan of Reorganization.

        At  January  1,  2000,  $136.8  million  of  the  Company's  net  equity
represented its investment in the WPC Group. In addition to this investment, WHX
owns a $32.0 million participation interest in the Term Loan discussed above and
holds other claims against WPC and WPSC totaling approximately $7.4 million. The
recognition  of the WPC  Group's net loss of $176.6  million,  in the year 2000,
eliminated the investment's  carrying value of $136.8 million. In November 2000,
WHX recorded a liability  of $39.8  million  representing  the excess of the WPC
Group's loss over the carrying amount of the investment.

        During the period  November 17, 2000 through  December 31, 2002, the WPC
Group incurred cumulative net losses of $271.4 million. Pursuant to the terms to
the amended Plan of Reorganization,  WHX has conditionally  agreed to contribute
$20.0  million  to  the  WPC  Group  (see  discussion  below  pertaining  to WHX
Contributions).  As a result of the Company's probable  obligation to fund $20.0
million to WPC Group, the Company has recorded a $20 million charge as Equity in
loss of WPC in the accompanying Consolidated Statement of Operations.

        A Settlement and Release Agreement ("Settlement Agreement") by and among
WPSC, WPC, WHX, and certain  affiliates of WPSC, WPC and WHX,  received approval
of the United States  Bankruptcy Court for the Northern  District of Ohio on May
24,  2001,  was entered into on May 25,  2001,  and became  effective on May 29,
2001.

        The Settlement  Agreement provided,  in part, for (1) the payment by WHX
to WPC of $32 million;  (2) the  exchange of releases  between the WPC Group and
the WHX Group;  (3) the  acquisition by WHX or its designee of certain assets of
Pittsburgh-Canfield  Corporation  ("PCC"),  plus the assumption of certain trade
payables,  subject to certain terms and conditions (WHX recorded $5.4 million as
the fair  value of the net  assets  of  PCC.);  (4) the  termination  of the Tax
Sharing  Agreements  between WHX and WPC; (5) WHX to deliver an agreement to the
WPC Group  whereby it agreed not to charge or allocate any pension  obligations,
expenses  or  charges to the WPC Group with  respect  to the WHX  Pension  Plan,
subject to certain  limitations as provided  therein,  through and including the
earlier of the effective date of a Plan or Plans of Reorganization  and December
31, 2002;  and (6) the final  settlement of all  inter-company  receivables  and
liabilities between the WHX Group and the WPC Group (except for commercial trade
transactions),  including the liability for redeemable stock. Such transactions,
other than the acquisition of certain assets of PCC, all occurred  effective May
29, 2001. The  acquisition of certain assets of PCC closed on June 29, 2001. The
PCC  agreement  included  a  one-year  repurchase  option  for the  seller.  The
repurchase option expired unexercised on June 29, 2002.

                                       100

        On October 22, 2001,  the  Bankruptcy  Court entered an order  ("October
Order"), approving several transactions intended, among other things, to provide
the WPC Group with  additional  liquidity.  As part of the  October  Order,  the
Bankruptcy  Court  approved  a  Memorandum  of  Understanding  by and  among the
Company,  Wheeling-Pittsburgh  Corporation  ("WPC"),  Wheeling-Pittsburgh  Steel
Corporation  ("WPSC")  and  the  United  Steelworkers  of  America,  AFL-CIO-CLC
("USWA"),  pursuant to which the Company  agreed to provide to WPSC (1) up to $5
million of secured  loans and $5 million  of  liquidity  support  (part of which
consisted of financing  terms) during the period from the Order through  January
31, 2002, (2) if certain conditions are met, an additional $2 million of secured
loans (for an aggregate of $7 million) and the  maintenance  of the $5.0 million
of liquidity support referred to above,  during the period from February 1, 2002
through  March  31,  2002,  (the  conditions  were not met and  accordingly  the
additional  $2.0 million in secured loans were not made),  and (3) a $25 million
contribution to a new WPSC defined benefit pension plan contingent  upon,  among
other things,  a confirmed  WPSC Plan of  Reorganization  (item 3 has since been
superceded by the WHX Contributions described below). Through December 31, 2002,
WHX had advanced  $5.0 million of the loans and up to $5.5 million of financing.
At December 31, 2002, the outstanding balance of these secured advances was $5.0
million plus interest of $0.3 million and $2.1 million, respectively.

        The  October  Order also  approved a  Supplemental  Agreement  among the
members of the WPC Group and WHX,  under which all of the  extensions  of credit
referred to in the preceding paragraph are granted  super-priority  claim status
in WPSC's Chapter 11 case and are secured by a lien on substantially  all of the
assets of WPSC,  junior to the  liens,  security  interests  and  super-priority
claims of the lenders to WPSC under the DIP Credit  Agreement.  The Supplemental
Agreement also provides, among other things, that the Company may sell, transfer
or dispose of the stock of WPC free from the  automatic  stay imposed  under the
Bankruptcy  Code,  and under  specified  circumstances  requires  WPC to support
certain changes to the WHX Pension Plan.

        Additionally, the October Order approved the terms of the Modified Labor
Agreement ("MLA") by and among WPC, WPSC and the USWA. WHX is not a party to the
MLA.  The MLA  modifies  the current  WPSC  collective  bargaining  agreement to
provide for, among other things,  immediate  reductions in wages and the cost of
providing  medical  benefits to active and  retired  employees  in exchange  for
improvement in wages and pension  benefits for hourly employees upon a confirmed
WPSC  Plan  of  Reorganization.  The  MLA is  part  of a  comprehensive  support
arrangement that also involves concessions from WPSC salaried employees,  WPSC's
vendors and other constituencies in the Chapter 11 proceedings.

        In January 2002, WPSC finalized a financial  support plan which included
a $5.0 million loan from the State of West  Virginia,  a $7.0 million loan and a
$0.2 million  grant from the State of Ohio, a $10.0  million  advance by the WHX
Group for future steel  purchases (all of which were  delivered  before June 30,
2002) and  additional  wage and salary  deferrals  from WPSC union and  salaried
employees.  At December 31, 2002, the balance outstanding with the State of West
Virginia was $5.0 million, and $7.0 million with the State of Ohio.

        On  September  23,  2002,  WPC  announced  that the Royal Bank of Canada
("RBC") had filed on its behalf an  application  with the  Emergency  Steel Loan
Guarantee  Board  ("ESLGB")  for a  $250  million  federal  loan  guarantee.  An
affiliate of RBC has agreed to underwrite  the loan if the guarantee is granted.
On February 28, 2003, the ESLGB initially rejected the application. WPC and RBC,
however,  amended and  supplemented  the  application  and it was  conditionally
approved  on March 26,  2003.  The  approval  of the  guaranty is subject to the
satisfaction of various conditions on or before June 30, 2003 including, without
limitation,  resolution  of the  treatment  of the  WHX  Pension  Plan  that  is
acceptable to and approved by the PBGC, confirmation of a plan of reorganization
for the WPC Group,  and the execution of definitive  agreements  satisfactory in
form and substance to the ESLGB.

        The amended RBC  application  contained a business  plan that  assumed a
confirmed Chapter 11 plan of  reorganization  ("POR") for the WPC Group. As part
of the POR, the Company has agreed  conditionally to make certain  contributions
(the  "WHX   Contributions")   to  the  reorganized   company.   Under  the  WHX
contributions,  The Company  would  forgo  repayment  of its claims  against the
debtors of approximately $39 million and, additionally,  would contribute to the
reorganized  company $20 million of cash,  for which the Company would receive a
note in the amount of $10 million.  The WHX Contributions  would be subject to a
number  of  conditions  including,  without  limitation,  that  (1)  the  POR be
satisfactory  to the Company in its sole and  absolute  discretion,  and (2) the
Company's   dispute  with  the  PBGC,   described  below,  be  resolved  to  the
satisfaction of the Company in its sole and absolute discretion.  As a result of
the Company's probable  obligation to fund $20.0 million to WPC, the Company has
recorded  a $20.0  million  charge as Equity in loss of WPC in the  accompanying
Consolidated Statement of Operations.

            On March 6, 2003, the Pension Benefit Guaranty  Corporation ("PBGC")
issued  its  Notice of  Determination  ("Notice")  and on March 7, 2003 the PBGC
published its Notice and filed a Summons and Complaint  ("Complaint")  in United
States  District  Court  for the  Southern  District  of New  York  seeking  the
involuntary  termination of the WHX Pension Plan ("WHX Pension Plan").  The PBGC
stated in its  Notice  that it took this  action  because  of its  concern  that
"PBGC's  possible  long-run  loss  with  respect  to the WHX  Pension  Plan  may
reasonably be expected to increase  unreasonably  if the WHX Pension Plan is not
terminated." WHX filed an answer to this complaint on March 25, 2003, contesting

                                       101

the PBGC's action. The PBGC's action to terminate the WHX Pension Plan was taken
following  the  initial  rejection  on  February  28, 2003 by the ESLGB of RBC's
application for a $250 million federal loan guaranty.  As discussed  above,  the
ESLGB subsequently  conditionally  approved the loan. The PBGC has been notified
of the  subsequent  loan  guaranty  conditional  approval on March 26, 2003.  As
described above,  obtaining an acceptable resolution of the treatment of the WHX
Pension Plan is a condition to the loan guaranty. If an acceptable resolution is
not obtained on or before June 30, 2003,  then a condition to the loan  guaranty
will not have been satisfied. If the loan guaranty is not granted it is unlikely
that the present  Plan of  Reorganization,  filed with the  Bankruptcy  Court on
December  29,  2002,  will be  confirmed.  Furthermore,  it is doubtful  that an
alternative  plan could be confirmed in a reasonable  time frame  (although  WPC
management  has  indicated  that it would  attempt to pursue  such an  alternate
plan).  In either  case  there can be no  assurance  as to the future of the WPC
Group.  In a press  release,  the PBGC  contends  that the WHX Pension  Plan has
roughly  $300  million  in assets to cover  more than $443  million  in  benefit
liabilities  resulting  in a funding  shortfall  of  approximately  $143 million
(without accounting for plant shutdown benefits). Furthermore, in a press lease,
the PBGC  contends  that plant  shutdown  liabilities,  could be as much as $378
million.  WHX disputes the PBGC's calculation of liabilities and shutdown claims
since the actual amount of these liabilities may be substantially less, based on
alternative actuarial assumptions. However, there can be no assurance that WHX's
assertions  will be accepted.  If the PBGC's  action is  successful  and the WHX
Pension  Plan is  terminated,  WHX expects that it will be subject to a claim by
the PBGC of at least $143  million.  WHX  intends to  vigorously  defend  itself
against such claims, but there can be no assurance that WHX will prevail. If the
WHX Pension Plan were  terminated,  WHX believes it is unlikely that the present
Plan of  Reorganization,  filed with the Bankruptcy  Court filed on December 29,
2002, will be confirmed.  Furthermore,  it is doubtful that an alternative  plan
could be confirmed in a  reasonable  time frame  (although  WPC  management  has
indicated  that it would  attempt to pursue such an alternate  plan).  In either
case there can be no assurance as to the future of the WPC Group. If a cessation
of operations of the WPC Group or  termination of the WHX Pension Plan Plan were
to occur,  the  consequential  cash funding  obligations to the WHX Pension Plan
would have a material  adverse impact on the liquidity,  financial  position and
capital resources of the Company.

        Management of the Company  cannot at this time  determine with certainty
the ultimate  outcome of the Chapter 11  proceedings or the related PBGC action;
however it is possible that the following  outcomes  could result,  whether upon
the  confirmation  of the Plan of  Reorganization  as  submitted or as it may be
amended or modified, or otherwise:

          a)   The WPC Group could reorganize, and its creditors could receive a
               portion  of their  claims in cash or in stock of WPC or WPSC.  In
               such a  case,  the WHX  Group  would  have  little  or no  future
               ownership  in or  involvement  with the WPC  Group  (except  as a
               creditor) and the WHX Group's  future cash  obligations  to or on
               behalf of thw WPC Group  would be minimal to none (other than the
               WHX Contributions, referred to above).

          b)   The PBGC  could  prevail  in its  actions  to  terminate  the WHX
               Pension  Plan,  which  could  result  in a  partial  or  complete
               liquidation of the WPC Group. If such  liquidation were to occur,
               the Company could be responsible for significant early retirement
               pension  benefits.  In such a case, the PBGC would likely seek to
               enforce  claims for shutdown  liabilities  against the Company in
               addition  to the $143  million  claims  for  accumulated  benefit
               liabilities  referred to above.  The PBGC asserts  that  shutdown
               claims arising from a complete liquidation of the WPC Group would
               result in claims  against the Company as much as $378 million.  A
               shutdown  of only a portion of the WPC Group's  facilities  would
               generate shutdown liabilities in a lower amount. WHX disputes the
               PBGC's assertion with regard to each of their claims. If the PBGC
               were to prevail against the Company,  the PBGC could file a claim
               against  the  Company  in an  amount  from $143  million  to $521
               million, which it would be unable to fund.

        In connection with past collective  bargaining agreements by and between
the WPC Group and the United Steelworkers of America,  AFL-CIO-CLC ("USWA"), the
WPC Group is obligated to provide  certain  medical  insurance,  life insurance,
disability and surviving  spouse  retirement  benefits to retired  employees and
their dependents  ("OPEB  Obligations").  WHX is not a signatory to any of these
agreements.  However,  WHX has separately agreed to be contingently liable for a
portion of the OPEB Obligations.  WHX's contingent obligation would be triggered
in the event  that the WPC Group was to fail to  satisfy  its OPEB  Obligations.
WHX's contingent obligation is limited to 25% of the Accumulated Post-Retirement
Benefit  Obligation  with  respect to the WPC  Group's  employees  and  retirees
represented  by the USWA.  WPSC's  total OPEB  Obligation  at January 1, 2003 is
estimated to be $314.1  million.  WHX has estimated  that  approximately  85% of
employees and retirees  entitled to such OPEB Obligations are represented by the
USWA.

                                      102

            WHX's  liability for OPEB  Obligations  exists only so long as (1) a
majority  of the  directors  of WPSC or WPC are  affiliated  with  WHX;  (2) WHX
controls the Board of Directors of WPSC or WPC through  appointment  or election
of a majority of such directors;  or (3) WHX,  through other means,  exercises a
level  of  control  normally  associated  with (1) or (2)  above.  If the POR is
confirmed,  WHX believes that its liability  for the OPEB  Obligations  would be
eliminated.

                                       103

NOTE 4 - SHORT TERM INVESTMENTS

The composition of the Company's short-term inversments are as follows:

                                            Year Ended December 31,
                                           ---------------------
                                             2002         2001
                                           --------     --------
                                              (in thousands)

Trading Securities:
          U.S. Treasury securities         $200,625     $130,235
          Reverse Repurchase Agreement         --        105,000
          Equities                            4,650        9,540
          Other                                --            108
                                           --------     --------
                                           $205,275     $244,883
                                           ========     ========

             These  investments are subject to price volatility  associated with
any interest-bearing  instrument.  Fluctuations in general interest rates affect
the value of these investments.

              Net unrealized holding gains and losses on trading securities held
at period end and included in other income for 2002 and 2001 were a loss of $4.9
million and $12.3 million,  respectively. At December 2002 and 2001, the Company
had  short-term   margin  borrowings  of  $107.9  million  and  $110.9  million,
respectively related to the short-term investments.

             In   2000,    the   Company    reclassified    $19.6   million   of
available-for-sale  investments to the trading  category and recorded a realized
loss  upon  the  subsequent   sale  of  $13.1  million.   As  a  result  of  the
reclassification,  the Company recorded a favorable reclassification  adjustment
within other  comprehensive  income of $7.2 million,  net of related  income tax
benefit of $3.9 million.

               During the year ended  December  31,  2002 and 2001,  the Company
used  short-term   borrowings  in  connection  with  its  short-term   investing
activities. At December 31 2002 and 2001 WHX had short-term borrowings of $107.9
million  and  $110.9  million,  respectively  in  support  of  WHX's  short-term
investments

NOTE 5 - INVENTORIES

                     Year Ended  December 31
                    ----------------------
                      2002          2001
                    --------      --------
                      (Dollars in Thousands)

Precious metals     $ 23,046      $ 21,842
LIFO reserve          (1,047)          157
                    --------      --------
                    $ 21,999      $ 21,999
                    ========      ========

        Inventories  consist of gold and silver,  which are currently  leased to
Handy  &  Harman.  (See  Note  8 to  the  Notes  of the  Parent  Only  Financial
Statements). Inventory consisted of 9,117 ounces of gold and 4,155,000 ounces of
silver at December 31, 2002 and 2001.

        During  2001  and  2000,  certain  inventory  quantities  were  reduced,
resulting in  liquidations  of LIFO  inventories,  the effect of which decreased
income  by  approximately,  $0.5  million  and $3.0  million  in 2001 and  2000,
respectively.  A  non-cash  charge  resulting  from the  lower of cost or market
adjustment to precious  metal  inventories  decreased  income by $2.7 million in
2001 and $2.0 million in 1999.

        In 2001,  $3,000,000 of gold, at fair market value,  was  contributed to
Handy & Harman.

                                       104

Supplemental inventory information:

                                           Year Ended December 31
                                        ---------------------------
                                           2002            2001
                                        -----------     -----------
                                       (in thousands, except per ounce)

Precious metals stated at LIFO cost     $    21,999     $    21,999
Market value per ounce:
   Silver                               $     4.790     $     4.650
   Gold                                 $    344.80     $    276.50

NOTE 6 - INVESTMENT IN AND ADVANCES TO SUBSIDIARIES - NET

The following table details the investments in associated  companies,  accounted
for under the equity method of accounting.

                                                      Year Ended December 31,
                                                     ------------------------
                                                       2002            2001
                                                     ---------      ---------
                                                          (in thousands)

Investment in:

Handy & Harman                                   $ 206,117      $ 270,297
PCC                                                      3,244            747
                                                     ---------      ---------
                                                       209,361        271,044
                                                     ---------      ---------

Advances to/(Due to):

Handy & Harman                                       1,175          1,310
PCC                                                      3,822         (9,789)
                                                     ---------      ---------
                                                         4,997         (8,479)
                                                     ---------      ---------

WPC Group - DIP Agreement                               31,959         31,005
WPC Group - Other                                        7,453          8,369
                                                     ---------      ---------
                                                        39,412         39,374
                                                     ---------      ---------

Loss in excess of investment in WPC Group              (60,667)       (39,374)
                                                     ---------      ---------

Investment in and advances to subsidiaries - net     $ 193,103      $ 262,565
                                                     =========      =========

        The Handy & Harman loan agreement contains  provisions  restricting cash
payments to WHX. The  agreement  allows the payment of management  fees,  income
taxes  pursuant  to tax  sharing  agreements,  and certain  other  expenses.  In
addition  dividends may be paid under certain  conditions.  At December 31, 2002
the net assets of H&H amounted to $206.1 million,  of which  approximately  $1.0
million was not restricted as to the payment of dividends to WHX.

NOTE 7 - LONG-TERM DEBT

                                      Year Ended December 31
                                      ------------------------
                                        2002            2001
                                      --------        --------
(IN THOUSANDS)

Senior Notes due 2005, 10 1/2%        $110,504        $245,059
                                      ========        ========

        The fair  value of  long-term  debt at  December  31,  2002 and 2001 was
$87,851 and $120,079,  respectively.  Fair value of long-term  debt is estimated
based on trading in the public market.

                                       105

A summary of the financial agreement at December 31, 2002 follows:

WHX CORPORATION 10 1/2% SENIOR NOTES DUE 2005:

        On April 7, 1998,  WHX issued $350 million  principal  amount of 10 1/2%
Senior  Notes  ("Notes"),  which  replaced  privately  placed  notes of the same
amount.  Interest on the Notes is payable  semi-annually on April 15 and October
15 of each year,  commencing  October 15,  1998.  The Notes  mature on April 15,
2005.

        The Notes are  redeemable  at the option of WHX, in whole or in part, on
or  after  April  15,  2002 at  specified  prices,  plus  accrued  interest  and
liquidated damages, if any, thereon to the date of redemption.

        Upon the  occurrence  of a Change of Control (as  defined),  the Company
will be required to make an offer to repurchase all or any part of each holder's
Notes  at 101% of the  principal  amount  thereof,  plus  accrued  interest  and
liquidated damages, if any, thereon to the date of repurchase.

        The Notes are unsecured  obligations of WHX,  ranking senior in right of
payment to all existing and future  subordinated  indebtedness  of WHX, and pari
passu with all existing and future senior unsecured indebtedness

        The Notes indenture,  dated as of April 7, 1998 ("Indenture"),  contains
certain covenants, including, but not limited to, covenants with respect to: (i)
limitations on indebtedness and preferred stock;  (ii) limitations on restricted
payments; (iii) limitations on transactions with affiliates; (iv) limitations on
liens;  (v)  limitations on sales of assets;  (vi)  limitations on dividends and
other payment  restrictions  affecting  subsidiaries;  and (vii) restrictions on
consolidations, mergers and sales of assets.

        During 2001, the Company  purchased and retired $36.4 million  aggregate
principal  amount of the Notes in the open market  resulting  in a gain of $19.0
million.

        During 2002, the Company  purchased and retired $134.6 million aggregate
principal amount of Senior Notes in the open market resulting in a gain of $42.5
million.

        During the period January 1, 2003 through  January 31, 2003, the Company
purchased and retired $5.7 million aggregate principal amount of Senior Notes in
the open market for $4.5 million

        On  October  4, 2000,  WHX  successfully  completed  a  solicitation  of
consents  from  holders  of the  Notes  to amend  certain  covenants  and  other
provisions of the Indenture.  The  amendments are set forth in the  Supplemental
Indenture and provide,  among other things,  for amendments to certain covenants
which  restrict  the  Company's  ability  to  make  restricted  payments,  incur
additional  indebtedness,  make permitted  investments or utilize  proceeds from
asset sales. The Supplemental  Indenture also prohibits the payment of dividends
on the Company's  preferred  stock until October 1, 2002, and thereafter only in
the event such payments  satisfy certain  conditions set forth in the Indenture,
as amended by the Supplemental Indenture.  Such conditions were not satisfied as
of December 31, 2002. In addition,  the  amendments  remove as events of default
under the Indenture those relating to defaults under any mortgage,  indenture or
instrument by, judgments against and bankruptcy,  insolvency and related filings
and  other  events  of  WPC,  or any of its  direct  or  indirect  subsidiaries.
Accordingly,  the Bankruptcy  Filing is not an event of default under the Notes.
In  connection  with  the  solicitation  WHX made a  payment  equal to 2% of the
principal  amount of the Notes ($20 in cash for each $1,000  principal amount of
Notes) to each holder of Notes whose consent was received and accepted  prior to
the  expiration  date.  Such  payments  amounted  to $5.5  million  and  will be
amortized to interest expense over the remaining term of the Notes.

        As discussed in Note 3, on March 7, 2003,  the PBGC published its Notice
and filed a  Complaint  in the United  States  District  Court for the  Southern
District of New York seeking to terminate the WHX Corporation Pension Plan ("WHX
Plan").  On March 11, 2003 H&H informed its lenders that the PBGC action may
be an occurrence that would preclude H&H from making certain representations
to the  lenders  (as  required  by the  Facilities)  in  connection  with future
borrowings.  H&H has elected not to borrow any additional  funds against the
Facilities until such time as the PBGC action is resolved. H&H believes that
it has adequate  cash on hand, or available  from WHX should the need arise,  to
meet its  operating  needs for the next  twelve  months.  If the PBGC  action is
upheld and the WHX Pension Plan is terminated, such termination would constitute
an event of  default  under the  Facilities.  If  H&H  is unable to cure the
default  or  obtain  an  amendment  to  the  Facilities,  it  could  lead  to  a
cancellation   of  the  Facilities  and  an   acceleration  of  the  outstanding
borrowings.  If the  lenders  were  to  accelerate  the  obligations  under  the
Facilities it would have a material adverse effect upon the liquidity, financial
position and capital  resources of H&H.  In addition the acceleration of the
H&H  obligations  would be an event of default  under  WHX's 10 1/2%  Senior
Notes. Upon the occurrence of an event of default, the trustee or the holders of
25% in principal  amount of the then  outstanding  notes could accelerate the 10
1/2% Senior Notes.  Any such  acceleration  would have a material adverse effect
upon the liquidity, financial position and capital resources of WHX.

                                       106

Interest Cost

Aggregate  interest costs on debt during the three years ended December 31 is as
follows:

                          2002           2001          2000
                        -------        -------        -------
                                     (in thousands)

Interest expense        $16,315        $30,468        $31,251
                        =======        =======        =======
Interest paid           $18,236        $27,644        $29,556
                        =======        =======        =======

NOTE 8 - STOCKHOLDERS' EQUITY

        The  authorized  capital stock of WHX consists of  60,000,000  shares of
Common Stock,  $.01 par value, of which 5,405,856  shares were outstanding as of
December 31, 2002, and 10,000,000  shares of Preferred Stock, $.10 par value, of
which  2,573,926  shares of Series A Convertible  Preferred  Stock and 2,949,000
shares of Series B Convertible  Preferred Stock were  outstanding as of December
31, 2002.

SERIES A CONVERTIBLE PREFERRED STOCK AND SERIES B CONVERTIBLE PREFERRED STOCK

        In  July  1993,  the  Company  issued   3,000,000  shares  of  Series  A
Convertible  Preferred  Stock for net  proceeds of $145  million.  On October 4,
2000,  pursuant to a solicitation of consents from holders of its 10 1/2% Senior
Notes,  certain covenants and other provisions of the indebtedness were amended.
The Supplemental  Indenture prohibited the payment of dividends on the Company's
preferred  stock until October 1, 2002, at the earliest,  and thereafter only in
the  event  that the  Company  satisfies  certain  conditions  set  forth in the
Indenture,  as amended by the Supplemental  Indenture.  Such conditions were not
satisfied  as of  December  31,  2002.  Dividends  on the shares of the Series A
Convertible  Preferred Stock are cumulative and are payable quarterly in arrears
on January 1, April 1, July 1 and October 1 of each year,  in an amount equal to
$3.25 per share per annum.

        Each share of the Series A Convertible Preferred Stock is convertible at
the option of the holder  thereof at any time into shares of Common Stock of the
Company,  par value $.01 per share,  at a  conversion  rate of 1.0562  shares of
Common Stock for each share of Series A Convertible  Preferred Stock, subject to
adjustment under certain conditions.

        The Series A Convertible  Preferred Stock is redeemable at the option of
the Company,  in whole or in part, for cash,  initially at $52.275 per share and
thereafter  at prices  declining  ratably  to $50 per share on and after July 1,
2003, plus in each case accrued and unpaid dividends to the redemption date. The
Series A  Convertible  Preferred  Stock is not  entitled  to the  benefit of any
sinking fund. During 2002 and 2001, 40,300 and 293,599 shares  respectively were
converted into Common Stock. There were no conversions in 2000.

        The Company issued  3,500,000  shares of Series B Convertible  Preferred
Stock in September 1994 for net proceeds of $169.8 million.  On October 4, 2000,
pursuant to a solicitation of consents from holders of its 10 1/2% Senior Notes,
certain  covenants and other  provisions of the indebtedness  were amended.  The
Supplemental  Indenture  prohibited  the payment of dividends  on the  Company's
preferred  stock until October 1, 2002,  and  thereafter  only in the event such
payments  satisfy certain  conditions set forth in the Indenture,  as amended by
the  Supplemental  Indenture.  Such conditions were not satisfied as of December
31, 2002.  Dividends on the shares of the Series B Convertible  Preferred Stock,
are cumulative, and are payable quarterly in arrears on January 1, April 1, July
1 and October 1 of each year, in an amount equal to $3.75 per share per annum.

        Each share of the Series B Convertible Preferred Stock is convertible at
the option of the holder  thereof at any time into shares of Common Stock of the
Company,  par value $.01 per share,  at a  conversion  rate of 0.8170  shares of
Common Stock for each share of Series B Convertible  Preferred Stock, subject to
adjustment under certain conditions.

        The Series B Convertible  Preferred Stock is redeemable at the option of
the Company,  in whole or in part, for cash,  initially at $52.625 per share and
thereafter at prices declining  ratably to $50 per share on and after October 1,
2004, plus in each case accrued and unpaid dividends to the redemption date. The
Series B  Convertible  Preferred  Stock is not  entitled  to the  benefit of any

                                       107

sinking fund.  During 2002 and 2001, 7,700 and 18,400 shares,  respectively were
converted into Common Stock. There were no conversions in 2000.

        In 2001 and 2000, the Company accrued undeclared dividends in arrears of
$19.3  million  and  $5.1  million,  respectively  for  Series  A and  Series  B
Convertible  Preferred  Stock.  The  undeclared  dividends  should not have been
accrued  and,  accordingly,  the Company  has  restated  its  balance  sheet and
statement  of  changes  in  stockholder's  equity.  For 2001 and 2000,  retained
earnings has been increased by $24.4 million and $5.1 million respectively, with
a  corresponding  decrease in  liabilities.  At December 31, 2002,  dividends in
arrears to Series A and Series B Convertible  Preferred  Shareholders were $18.8
million and $24.9 million, respectively.  Presently, management believes that it
is not  likely  that the  Company  will be able to pay  these  dividends  in the
foreseeable future.

REDEEMABLE COMMON STOCK

        As of December 31, 2000 certain present and former  employees of the WPC
Group hold, through an Employee Stock Ownership Plan ("ESOP"), 244,507 shares of
common stock of WHX.  These  employees  received such shares as part of the 1991
Chapter 11 Plan of  Reorganization  in exchange for Series C preferred shares of
Wheeling-Pittsburgh  Steel Corporation (WPC's  predecessor  company prior to the
1990 bankruptcy).  Beneficial owners of such shares who were active employees on
August 15, 1990 and who have either  retired,  died or become  disabled,  or who
reach 30 years of  service,  may sell their  shares to the Company at a price of
$15 or, upon qualified retirement,  $20 per share. These contingent  obligations
are expected to extend over many years,  as participants in the ESOP satisfy the
criteria for selling shares to the Company.  In addition,  each  beneficiary can
direct the ESOP to sell any or all of its common  stock into the public  markets
at any time;  provided,  however,  that the ESOP will not on any day sell in the
public  markets  more than 20% of the  number of shares of Common  Stock  traded
during the previous  day.  Management  had  estimated  the  liability for future
redemptions  to be  approximately  $2.6 million.  As a result of the  Settlement
Agreement  discussed in Note 2, the liability for  redeemable  common shares was
assumed  by  WPC,  accordingly  participants  will  sell  their  shares  to WPC.
Approximately  67,000  shares  of  Common  Stock of WHX were held by the ESOP at
December 31, 2002.

NOTE 9 - RELATED PARTY TRANSACTIONS

        The Chairman of the Board of WHX  Corporation  is the president and sole
shareholder of WPN Corp. ("WPN"). Pursuant to a management agreement as amended,
and approved by a majority of the non-management  directors of the Company,  WPN
provides certain financial,  management  advisory and consulting services to WHX
Corporation. Such services include, among others, identification, evaluation and
negotiation  of  acquisitions,  responsibility  for  financing  matters  for WHX
Corporation  and its  subsidiaries,  review of  annual  and  quarterly  budgets,
supervision and administration,  as appropriate, of all the Company's accounting
and financial  functions  and review and  supervision  of reporting  obligations
under  Federal and state  securities  laws. In exchange for such  services,  WPN
received a monthly  fee of  $520,833 in 2002,  2001 and 2000.  The  accompanying
parent only financial  statements  reflect $2.5 million of this annual amount in
net  other  income/expense  as  an  offset  to  investment  income/expense.  The
management  agreement  has a two-year  term and is renewable  automatically  for
successive  one-year  periods,  unless  terminated by either party upon 60 days'
prior written notice of the renewal date.

        The WPC Group is included in the Company's  consolidated  federal income
tax  return.  WHX and the WPC Group had entered  into a tax  sharing  agreement,
dated July 26,  1994,  which  provided  that the WPC Group would be paid for any
reduction in the combined  consolidated  federal income tax liability  resulting
from the  utilization or deemed  utilization  of deductions,  losses and credits
whether  from  current or prior years  which are  attributable  to WPC.  The Tax
Sharing Agreement was terminated in 2001 as part of the Settlement Agreement. As
a result,  WHX was able to recognize  benefits from WPC's net  operating  losses
(See Note 4 to the Consolidated Financial Statements).

        As part of the Settlement  Agreement,  WHX paid $32.0 million to the WPC
Group in 2001. As a result of the Settlement Agreement,  among other things, all
intercompany  receivables and liabilities were settled. In addition WHX acquired
the net assets of PCC from the WPC Group.

        The WPC Group participates in the WHX defined benefit pension plan. As a
result of the Settlement  Agreement,  WHX may not charge any pension  expense to
the WPC Group with respect to the WHX Pension Plan through December 31, 2002. As
a result,  WHX incurred non-cash pension expense of approximately  $14.0 million
and $15.0 million for the WPC Group in 2002 and 2001, respectively.  (See Note 6
to the Consolidated Financial Statements).

        On  June  1,  2001,   WHX  purchased   from  Citibank  a  $30.5  million
participation  in the DIP  credit  agreement  for the WPC  Group  for  which WHX
receives  interest at a rate of 13% per annum,  paid  monthly and an  additional
3.0% per annum payment in-kind.

                                       108

        As a result of the October  Order,  WHX provided the WPC Group with $5.0
million in  financing in 2001.  In addition,  WHX provided up to $5.0 million in
liquidity  support to the WPC Group.  At  December  31,  2001,  the  outstanding
balance of these advances was $5.0 million and $3.4 million liquidity support.

        On October 9, 2000 and November 14, 2000, WHX transferred precious metal
to WPC with a market value of $35.2  million and a tax basis of a  significantly
lower amount. Such proceeds were applied to the WHX net liability due to WPC. In
connection with the precious metal transfer,  WPC agreed to amend the provisions
of the tax sharing  agreement  relating to the utilization,  by WHX of WPC's net
operating losses in an amount equal to the tax gain realized on the sale of such
metals. WPC immediately sold the precious metals in the open market and received
proceeds of $35.2 million.

        The parent company charged its wholly-owned  subsidiary Handy & Harman a
management fee of $750,000 for 2002, 2001 and 2000. Unimast, now classified as a
discontinued  operation,  was charged a management fee of $146,000  through July
31, 2002,  and $250,000 for each of the years ended  December 31, 2001 and 2000.
The WPC Group was charged a management fee of $2,083,000 for 2000.

        WHX Entertainment  received a management fee from Wheeling-Downs  Racing
Association (a 50% owned joint  venture) of  $12,899,000  and $7,740,000 in 2001
and  2000,  respectively.  In  December  2001,  WHX  Entertainment  sold its 50%
interest in Wheeling-Downs Racing Association.

        Handy & Harman is included in WHX Corporation's consolidated tax return.
The Tax Sharing Agreement with Handy & Harman specifies funding  requirements to
the  parent  company  "as if"  Handy &  Harman  continued  to be an  independent
corporation.  Estimated  income tax payments to the parent  company from Handy &
Harman  in 2002,  2001 and  2000  amounted  to $0;  $2,250,000;  and  $9,063,000
respectively.

        Unimast is included in WHX Corporation's  consolidated tax return, up to
its sale on July 31, 2002.  The Tax Sharing  Agreement  with  Unimast  specifies
funding  requirements to the parent company as pre-tax income  multiplied by the
federal  statutory  rate.  To the  extent  that this cash  payment to the parent
company  exceeds  or is  less  than  the  requirement  "as if"  Unimast  were an
independent  corporation,  a dividend or capital contribution is recorded by the
parent company.  Income tax payments to the parent company from Unimast in 2002,
2001 and 2000 amounted to $6,225,000, $3,228,000 and $4,812,000, respectively.

        Included in the parent  company only balance  sheets is  $3,204,000  and
$5,204,000 in 2002 and 2001,  respectively of notes  receivable from Unimast due
to WHX.  These  amounts earn  interest at a variable rate and mature March 2003.
Interest remitted by Unimast to WHX amounted to $163,000, $463,000, and $603,000
in  2002,  2001  and  2000,   respectively.   Principal  payments  amounting  to
$2,000,000,  $2,000,000 and $1,000,000 in 2002, 2001 and 2000, respectively were
remitted by Unimast to WHX.

        On July 31, 1998, Handy & Harman  transferred  97,000 ounces of gold and
13,000,000  ounces  of  silver to WHX by way of an  in-kind  dividend  having an
aggregate fair value,  net of deferred tax liabilities,  of $62,750,000.  WHX in
turn made an in-kind  contribution to WHX Metals Corporation,  a separate wholly
owned  subsidiary of WHX. Handy & Harman will lease from WHX Metals  Corporation
amounts of gold and silver as required for its operating  needs.  Handy & Harman
will pay to WHX Metals  Corporation  interest  on the metal  ounces  leased.  At
December 31, 2002 and December 31, 2001, Handy & Harman was leasing 9,117 ounces
of gold. At December 31, 2002 and December 31, 2001,  Handy & Harman was leasing
4,155,000  ounces of  silver.  The rates for the  leasing  of gold and silver to
Handy & Harman are 2.0% and 3.0% per annum, respectively. Metal interest charged
to Handy & Harman was $661,000, $753,000 and $2,062,000 for 2002, 2001 and 2000,
respectively.

        In 2002, WHX contributed $5,000,000 to Handy & Harman.

        In 2001, WHX contributed  $3,000,000 in gold, at fair market value,  and
$3,300,000  in cash to  Handy &  Harman.  Also in 2001,  Handy &  Harman  paid a
dividend to WHX of $2,800,000.

               See Note 2 to the Parent Only Financial Statements.

                                       109

NOTE 10 -  OTHER INCOME

                                                     Year Ended December 31,
                                               2002             2001             2000
                                             --------         --------         --------
                                                           (in thousands)

Interest and investment income/(loss)        $  5,115         $ (4,411)        $(17,198)
Interest income - Handy & Harman              661              711            2,009
Wheeling-Downs management fee                    --             12,899            7,740
WPN management fee                             (2,500)          (2,500)          (2,500)
Gain on sale of aircraft                         --               --                932
Other, net                                         17           (1,341)          (1,239)
                                             --------         --------         --------
                                             $  3,293         $  5,358         $(10,256)
                                             ========         ========         ========

NOTE 11 - GAIN ON SALE OF INTEREST IN WHEELING-DOWNS RACING ASSOCIATION, INC.

        In  December   2001,  WHX   Entertainment   sold  its  50%  interest  in
Wheeling-Downs  Racing Association,  Inc. for $105 million in cash, resulting in
an $88.5 million pre-tax gain.

NOTE 12 - EQUITY IN EARNINGS (LOSS) OF SUBSIDIARIES

                                   Year ended December 31,
                      ---------------------------------------------
                         2002              2001              2000
                      ---------         ---------         ---------
                                    (in thousands)
Handy & Harman    $ (70,474)        $  (2,594)        $   6,137
PCC                       2,696               747              --
WPC Group               (20,000)             --            (176,581)
Wheeling-Downs             --               2,500             2,496
                      ---------         ---------         ---------
                      $ (87,778)        $     653         $(167,948)
                      =========         =========         =========

NOTE 13 - MANAGEMENT FEE

        The  following  table  details  management  fees  charged to  continuing
operations by the parent:

                                            Year ended December 31,
                                      --------------------------------
                                        2002         2001         2000
                                      -------      -------      ------
                                                (in thousands)
Charged to Handy & Harman         $   750      $   750      $   750
Charged to WPC                              -            -        2,083
                                      -------      -------      -------
                                      $   750      $   750      $ 2,833
                                      =======      =======      =======

                                       110

                        REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and
Stockholder of Wheeling-Pittsburgh Corporation
(a wholly-owned subsidiary of WHX Corporation)

            In our opinion, the accompanying  consolidated balance sheet and the
related consolidated  statements of operations and of cash flows present fairly,
in  all  material  respects,   the  financial  position  of  Wheeling-Pittsburgh
Corporation and its subsidiaries  (the "Company") at December 31, 2002 and 2001,
and the results of their  operations  and their cash flows for each of the three
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.

            The  accompanying   consolidated   financial  statements  have  been
prepared assuming the Company will continue as a going concern.  As discussed in
Note A, on  November  16,  2000,  the  Company  filed  voluntary  petitions  for
reorganization under Chapter 11 of the U.S. Bankruptcy Code in the United States
Bankruptcy  Court in  Youngstown,  Ohio.  Although the Company is continuing its
on-going business operations as a Debtor-in-Possession under the jurisdiction of
the Bankruptcy  Court,  its ability to continue as a going concern is contingent
upon, among other matters,  developing a reorganization  plan that is acceptable
to  the  Bankruptcy  Court  and  the  Company's  creditors.   The  approval  and
implementation  of a reorganization  plan could  materially  change the recorded
amounts and  classifications of assets and liabilities.  Substantial losses from
operations,  liquidity issues,  shareholders deficits, and the uncertainty as to
whether the Company will be able to develop an  acceptable  reorganization  plan
raises  substantial  doubt  about the  Company's  ability to continue as a going
concern. The accompanying  consolidated  financial statements do not include any
adjustments to the carrying  value of the assets or amounts of liabilities  that
might be necessary as a consequence of implementing a reorganization plan or any
adjustments   relating  to  the  recoverability  of  assets  or  liquidation  of
liabilities in the ordinary  course of business that might result if the Company
is unable to continue as a going concern.

PricewaterhouseCoopers LLP
Pittsburgh, Pennsylvania
February 28, 2003, except as to Note R which is dated as of March 26, 2003

                                       111

                         WHEELING-PITTSBURGH CORPORATION
                  Debtor-in-possession as of November 16, 2000
                 (a wholly-owned subsidiary of WHX Corporation)

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                           Year ended December 31,
                                               -------------------------------------------
                                                     2002          2001            2000
                                                     ----          ----            ----
                                                           (Dollars in thousands)
Revenues:

Net sales                                       $   979,993    $   835,640    $ 1,119,031

Cost and expenses:

Cost of products sold, excluding depreciation       894,449        866,065      1,054,386
Depreciation                                         74,194         72,551         78,859
Selling, administrative and general expense          46,993         47,173         68,165
Reorganization and professional fee expense          11,755         14,200          4,140
                                                -----------    -----------    -----------
                                                  1,027,391        999,989      1,205,550
                                                -----------    -----------    -----------
Operating loss                                      (47,398)      (164,349)       (86,519)
Reorganization income (expense)                       1,262          9,249         (2,592)
Interest expense on debt                            (15,987)       (17,448)       (35,969)
Other income (expense)                                4,567            351         (3,015)
                                                -----------    -----------    -----------
Loss before taxes                                   (57,556)      (172,197)      (128,095)
Tax provision                                            11             17         90,092
                                                -----------    -----------    -----------

Net loss                                        $   (57,567)   $  (172,214)   $  (218,187)
                                                ===========    ===========    ===========

                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       112

                         WHEELING-PITTSBURGH CORPORATION
                  Debtor-in-possession as of November 16, 2000
                 (a wholly-owned subsidiary of WHX Corporation)

                           CONSOLIDATED BALANCE SHEET

                                                                            December 31,
                                                                    -----------------------------
                                                                         2002            2001
                                                                         ----            ----
                                                                        (Dollars in thousands)
ASSETS
Current assets:
   Cash and cash equivalents                                        $     8,543    $     7,586
   Trade receivables, less allowance for doubtful
     accounts of $1,314 and $1,274                                      130,593        106,462
   Inventories                                                          184,091        173,117
   Prepaid expenses and deferred charges                                  7,477          8,902
                                                                    -----------    -----------
       Total current assets                                             330,704        296,067
Investment in associated companies                                       60,767         58,650
Property, plant and equipment, at cost less
   accumulated depreciation                                             530,568        593,888
Deferred income tax benefits                                             27,342         28,881
Deferred charges and other assets                                         9,735         13,379
                                                                    -----------    -----------
                                                                    $   959,116    $   990,865
                                                                    ===========    ===========

LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)
Current liabilities:
   Trade payables                                                   $    71,048    $    60,342
   Short term debt                                                      135,490        127,204
   Payroll and employee benefits payable                                 36,339         26,273
   Accrued federal, state and local taxes                                 8,839          7,697
   Deferred income tax liabilities                                       27,342         28,881
   Accrued interest and other liabilities                                 8,326          5,513
   Long-term debt due in one year                                        43,575         40,344
                                                                    -----------    -----------
        Total current liabilities                                       330,959        296,254
Long-term debt                                                           13,177           --
Other employee benefit liabilities                                       15,514         13,711
Other liabilities                                                        20,336         19,386
Liabilities subject to compromise                                       890,301        915,118
                                                                    -----------    -----------
        Total liabilities                                             1,270,287      1,244,469
                                                                    -----------    -----------

STOCKHOLDER'S EQUITY (DEFICIT):
Common stock - $.01 Par value; 100 shares
   issued and outstanding                                                  --             --
Additional paid-in capital                                              335,138        335,138
Accumulated deficit                                                    (646,309)      (588,742)
                                                                    -----------    -----------
                                                                       (311,171)      (253,604)
                                                                    -----------    -----------
                                                                    $   959,116    $   990,865
                                                                    ===========    ===========

                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       113

                         WHEELING-PITTSBURGH CORPORATION
                  DEBTOR-IN-POSSESSION AS OF NOVEMBER 16, 2000
                 (A WHOLLY-OWNED SUBSIDIARY OF WHX CORPORATION)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                        Year ended December 31,
                                                                 -------------------------------------
                                                                     2002         2001         2000
                                                                     ----         ----         ----
                                                                         (Dollars in thousands)
Cash flows from operating activities:
Net loss                                                         $ (57,567)   $(172,214)   $(218,187)
Items not affecting cash from operating activities:
   Depreciation                                                     74,194       72,551       78,859
   Other postretirement benefits                                   (10,708)      (9,025)      (9,494)
   Deferred income taxes                                              --           --         90,010
   Pension expense                                                    --            860        2,581
   Equity income of affiliated companies                            (3,882)      (1,274)      (1,810)
   Reorganization expense (income)                                  (1,262)      (9,249)       2,592
Decrease (increase) from working capital elements:
   Trade receivables                                               (24,131)      21,206       27,309
   Trade receivables sold (purchased)                                 --           --       (100,000)
   Inventories                                                     (10,974)      36,705       41,029
   Trade payables                                                   10,706        7,251       69,191
   Other current assets                                              1,425        9,824      (14,441)
   Other current liabilities                                        12,483       (9,019)     (18,291)
   Other items--net                                                 (6,135)       2,732       35,431
                                                                 ---------    ---------    ---------
Net cash used in operating activities                              (15,851)     (49,652)     (15,221)
                                                                 ---------    ---------    ---------

Cash flows from investing activities:
   Plant additions and improvements                                (10,971)      (5,033)     (97,287)
   Payments from affiliates                                           --          1,031          131
   Proceeds from sales of assets due to Chapter 11 proceedings       1,320       16,808        2,967
   Dividends from affiliated companies                               1,765        3,750        3,750
                                                                 ---------    ---------    ---------
Net cash provided by (used in) investing activities                 (7,886)      16,556      (90,439)
                                                                 ---------    ---------    ---------

Cash flows from financing activities:
   Long-term debt borrowings                                        16,408        5,253       37,582
   Short term debt (DIP Facility) borrowings                         8,286        3,293      123,911
   Short term debt borrowings (payments)                              --           --        (79,900)
   Receivables from affiliates                                        --         16,602       39,601
                                                                 ---------    ---------    ---------
Net cash provided by financing activities                           24,694       25,148      121,194
                                                                 ---------    ---------    ---------

(Decrease) increase in cash and cash equivalents                       957       (7,948)      15,534
Cash and cash equivalents at beginning of year                       7,586       15,534         --
                                                                 ---------    ---------    ---------
Cash and cash equivalents at end of year                         $   8,543    $   7,586    $  15,534
                                                                 =========    =========    =========

                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                      114

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A--BANKRUPTCY AND REORGANIZATION

OVERVIEW

            Wheeling-Pittsburgh   Corporation  ("WPC")  and  together  with  its
subsidiaries,  (the "Company"),  is a wholly-owned subsidiary of WHX Corporation
("WHX").  Wheeling-Pittsburgh  Steel  Corporation  ("WPSC")  is  a  wholly-owned
subsidiary of WPC.

            Beginning in 1998 and continuing through 2001, record high levels of
foreign steel imports caused a marked deterioration of steel prices. This record
high level of foreign  steel  imports over a four year period,  coupled with the
indebtedness  incurred by the Company as a result of a ten-month  work  stoppage
which  ended  in  August  1997,  and  approximately   $200  million  of  capital
expenditures used to modernize its facilities to increase  quality,  efficiency,
safety and  environmental  conditions,  resulted in  substantial  losses and the
severe erosion of the Company's financial position and liquidity.

CHAPTER 11 FILING

            On November 16, 2000,  Wheeling-Pittsburgh  Corporation and eight of
its   wholly-owned   subsidiaries,   representing   substantially   all  of  the
consolidated   group's   business,   (Wheeling-Pittsburgh   Steel   Corporation,
Pittsburgh-Canfield  Corporation,   Consumers  Mining  Company,  Wheeling-Empire
Company,  Mingo Oxygen Company, WP Steel Venture  Corporation,  W-P Coal Company
and Monessen  Southwestern  Railway Company  (collectively the "Debtors")) filed
petitions for relief under Chapter 11 of the United  States  Bankruptcy  Code in
the United States Bankruptcy Court in Youngstown, Ohio ("Bankruptcy Court").

            Under Chapter 11,  certain  claims  against the Debtors in existence
prior to the filing of the  petitions  for relief  under the Federal  bankruptcy
laws  ("pre-petition") are stayed while the Debtors continue business operations
as  debtors-in-possession.  Claims secured against the Debtors' assets ("secured
claims") are also stayed,  although the holders of such claims have the right to
move the court for relief from stay or adequate  protection.  Secured claims are
secured primarily by liens on the Company's land, buildings and equipment.

            The   Company   is   currently   operating   their   businesses   as
debtors-in-possession  pursuant  to the  Bankruptcy  Code.  As such,  actions to
collect   pre-petition   indebtedness  of  the  Company  and  other  contractual
obligations of the Company generally may not be enforced. In addition, under the
Bankruptcy  Code,  the  Company  may assume or reject  executory  contracts  and
unexpired leases subject to Bankruptcy Court approval.  Additional  pre-petition
claims  may  arise  from  such  rejections,  and from the  determination  by the
Bankruptcy  Court (or as agreed by the parties in  interest) to allow claims for
contingencies and other disputed amounts. From time to time since the Chapter 11
filing, the Bankruptcy Court has approved motions allowing the Company to reject
certain  business  contracts  that were deemed  burdensome or of no value to the
Company.  As of February 28, 2003, the Company has not completed their review of
all  their  pre-petition  executory  contracts  and  leases  for  assumption  or
rejection.  See Note H - Liabilities Subject to Compromise and Pre-Petition Long
Term Debt.

            The Company  received  approval from the Bankruptcy  Court to pay or
otherwise honor certain of their  pre-petition  obligations,  including employee
wages.  In addition,  the  Bankruptcy  Court  authorized the Company to maintain
their employee benefit  programs.  Funds of qualified  pension plans and savings
plans are in trusts  and  protected  under  federal  regulations.  All  required
contributions are current in the respective plans.

            The  Federal  bankruptcy  laws  provide  that  the  Debtors  have an
exclusive  period  during  which  only  they may  propose  and file and  solicit
acceptances of a plan of reorganization.  The exclusive period to propose a plan
for reorganization currently expires on May 9, 2003. If the Debtors fail to file
a plan of  reorganization  during the exclusive period (including any extensions
thereof)  or,  after such plan has been  filed,  if the  Debtors  fail to obtain
acceptance  of such plan from the  requisite  impaired  classes of creditors and

                                      115

equity security holders during the exclusive  solicitation  period, any party in
interest,  including a  creditor,  an equity  security  holder,  a committee  of
creditors or equity security holders,  or an indenture  trustee,  may file their
own plan of reorganization for the Debtors.

            A plan of reorganization and disclosure statement was filed with the
Bankruptcy  Court  on  December  20,  2002.  Among  other  things,  the  plan is
contingent on approval of a $250 million loan guarantee from the Emergency Steel
Loan Guarantee Board. See Note R - Subsequent Events.

            After a plan of  reorganization  has been filed with the  Bankruptcy
Court,  the plan, along with a disclosure  statement  approved by the Bankruptcy
Court,  will be sent to impaired  creditors and equity security  holders who are
entitled to vote.

            Subject  to certain  exceptions  set forth in the  Bankruptcy  Code,
acceptance of a plan of reorganization requires approval of the Bankruptcy Court
and the affirmative  vote (i.e. more than 50% of the number and at least 66-2/3%
of the dollar amount,  both with regard to claims  actually voted) of each class
of  creditors  and  equity  holders  whose  claims  are  impaired  by the  plan.
Alternatively,  absent the requisite approvals,  the Company may seek Bankruptcy
Court approval of its  reorganization  plan under  "cramdown"  provisions of the
Bankruptcy Code,  assuming certain tests are met. These  requirements may, among
other things, necessitate payment in full for senior classes of creditors before
payment to a junior class can be made.

            May 16,  2001  was set by the  Bankruptcy  Court  as the  last  date
creditors  could file proofs of claim under the  Bankruptcy  Code.  There may be
differences  between  the  amounts  recorded  in  the  Company's  schedules  and
financial  statements  and  the  amounts  claimed  by the  Company's  creditors.
Litigation  may be required to resolve such  disputes.  See Note H - Liabilities
Subject to Compromise and Pre-Petition Long Term Debt.

            The  Company has  incurred  and will  continue to incur  significant
costs associated with the  reorganization.  The amount of these expenses,  which
are being  expensed as  incurred,  is expected to  significantly  affect  future
results of operations. See Note N - Reorganization Items.

DEBTOR IN POSSESSION CREDIT FACILITY

            The Company has negotiated a financing  arrangement (the "DIP Credit
Facility") with Citibank, N.A., as initial issuing bank, Citicorp U.S., Inc., as
administrative  agent (the  "Agent"),  and the lenders  named  therein (the "DIP
Lenders"). The purpose of the DIP Credit Facility is to provide access to needed
funds during the Debtors' Chapter 11 cases.

            The DIP Lenders  agreed to make term loan advances to the Debtors up
to a maximum  aggregate  principal amount of $35 million.  WPC's parent company,
WHX, has a $30 million  participation  in the term loan.  In  addition,  the DIP
Lenders  agreed,  subject to certain  conditions,  to provide the  Debtors  with
revolving loans,  swing loans and letter of credit  accommodations in an initial
aggregate  amount  of up to $255  million.  The  aggregate  maximum  amount  was
subsequently  reduced to $225  million in May 2001,  to $175  million in January
2002,  and to $160  million in November  2002.  The  availability  under the DIP
Credit  Facility is based on various  advance rates on Accounts  Receivable  and
Inventories,  less certain reserves.  The post-petition term loans and revolving
loans are collateralized by first priority liens on the Debtors' assets (subject
to  valid  liens   existing  on  the  petition   date)  and  have  been  granted
superpriority  administrative  status,  subject to certain  carve-outs  for fees
payable to the United States Trustee and for professional fees.

            In order to  negotiate  the DIP Credit  Facility,  the  Company  was
required  to  immediately  repay all of the  outstanding  obligations  under the
pre-petition  Revolving Credit Agreement (the  "Pre-petition  Credit Agreement")
that WPSC entered into with certain financial  institutions and Citibank,  N.A.,
as agent. The Pre-petition  Credit Agreement provided WPSC with a revolving line
of credit for  borrowings up to $150 million,  with a $25 million  sub-limit for
letters of credit.  As of the  petition  date,  the Debtors were  obligated  for
approximately $84.7 million in loans under the Pre-petition Credit Agreement and
contingently  liable for  letters of credit in the amount of  approximately  $17
million.  Those  obligations  were  collateralized  primarily  by  100%  of  the

                                      116

inventory of WPSC and Pittsburgh-Canfield Corporation and were guaranteed by WPC
and by Pittsburgh-Canfield Corporation.

            The DIP Credit  Facility also  required the immediate  repurchase of
accounts receivable from a pre-petition securitization facility. This repurchase
of receivables was required to provide unencumbered collateral for post-petition
date loans.

            Other terms of the DIP Credit Facility are as follows:

            o    Revolving  loans  bear  interest  at (i) the base rate plus the
                 applicable  margin for base rate  loans or (ii) the  applicable
                 Eurodollar rate plus the applicable  margin for Eurodollar rate
                 loans.  The  applicable  margin  ranges from 1.75% to 2.25% for
                 base rate  loans and from  2.75% to 3.25% for  Eurodollar  rate
                 loans,  in each  case  depending  on the  Debtors'  performance
                 level. The base rate is the rate announced from time to time by
                 Citibank,  N.A. as its base rate and the Eurodollar rate is the
                 rate  calculated  by the Agent with  reference  to the rate per
                 annum  offered  for certain  deposits  in dollars at  Citibank,
                 N.A.'s London  office.  During the  continuance  of an Event of
                 Default,  interest  on term loans and  revolving  loans will be
                 payable  on demand at 2% per  annum  above the rate that  would
                 otherwise be in effect.

            o    Term loans bear  interest at 16% per annum (of which 3% may, at
                 the Debtors' option, be paid in kind).

            o    A commitment  fee is payable on the daily unused portion of the
                 revolving loan  commitment  under the DIP Credit  Facility at a
                 rate  per  annum  determined  by  reference  to  an  applicable
                 percentage, which ranges from 0.500% to 0.625% depending on the
                 Debtors' performance level.

            o    An  administrative  fee for letter of credit  accommodations is
                 payable on the average daily  maximum  amount  available  under
                 outstanding  letters of credit at a rate per annum equal to the
                 applicable  margin for letter of credit fees, which ranges from
                 2.50% to 3.00%  depending  on the Debtors'  performance  level.
                 During the continuance of an Event of Default, letter of credit
                 fees will be payable  on demand at 2% per annum  above the rate
                 that would otherwise be in effect.

            Borrowings under the DIP Credit Facility for revolving loans totaled
$135.5 million and $127.2  million at December 31, 2002 and 2001,  respectively.
The weighted  average  interest  rates on the DIP Credit  Facility for revolving
loans were 5.2% and 7.4% in 2002 and 2001,  respectively.  Term loans  under the
DIP Credit Facility totaled $35.2 million and $34.4 million at December 31, 2002
and 2001,  respectively.  At February 22, 2003 availability under the DIP Credit
Facility was $5.4 million.  The DIP Credit Facility was to expire on the earlier
of November 17, 2002 or the  completion of a Plan of  Reorganization.  Amendment
No. 8 to the DIP Credit Agreement  extended the termination date to May 17, 2003
or the  completion  of a Plan of  Reorganization.  The  Company  intends to have
completed a Plan of  Reorganization  by May 17, 2003. If a Plan is not completed
by then, the Company will pursue an extension of or a replacement of the current
DIP Facility. There can be no guarantee that this will occur.

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 earlier of the effective  date of a Plan of  Reorganization  or December 31,
2002;  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.

                                      117

SALE OF PITTSBURGH-CANFIELD COMPANY 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--MODIFIED LABOR AGREEMENT

            The Company and the United  Steelworkers  of America  (USWA) reached
agreement on a Modified Labor  Agreement (MLA) which provides for temporary wage
reductions, immediate staff reductions, the elimination of gainsharing and other
obligations  and long-term  changes to health  benefits  that will  dramatically
reduce ongoing costs. The MLA became  effective  October 1, 2001 and will expire
(if not previously  terminated) on February 1, 2006. The Company  estimates that
the MLA,  together  with  related  salary  reductions,  reduced cash outlays for
wages,  salaries and other benefits by more than $47 million  (unaudited) during
the period  through  December 31,  2002.  As a provision of the MLA, the Company
agreed to make special bonus  payments in the amount of $5.0 million during each
of 2005 and 2006. As such, the Company recorded a $10 million  liability in 2001
which is included in Other Employee Benefit Liabilities.

            The MLA delayed a February 2002 wage increase  until  December 2003.
Wage  increases of 52.5 cents,  50 cents and 60 cents per hour are  scheduled in
December 2003, June 2004 and June 2005, respectively.

            The regular  pension  multiplier  will increase to $50 per month for
each year of service up to 30 years and $65 per month for years in excess of 30.

            The MLA provides for an employee  stock plan of 20% of common equity
of the reorganized company and also provides  profit-sharing at a level equal to
10% of  quarterly  profits  in  2002  and  2003  and  20% of  quarterly  profits
thereafter.

            The MLA will remain  effective  only upon the USWA's  reasonable and
continuing   satisfaction   that  support  is  also  being   provided  by  other
constituents,   including   salaried   employees,   trade   creditors,   outside
professionals and WHX.

            As a condition of the MLA, WHX agreed to provide short-term loans in
the amount of $5 million and other credit support to the Company.  The agreement
also provides  that the WHX pension plan may be split,  upon  confirmation  of a
Plan of  Reorganization,  so as to provide for a separate  pension plan covering
WPC employees and retirees, and that WHX will make a contribution of $25 million
to the new WPC pension plan.

NOTE C-- ACCOUNTING POLICIES

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

BASIS OF PRESENTATION

            The  Company's   financial   statements  have  been  prepared  on  a
"going-concern"  basis which  contemplates  the  continuity of  operations,  the
realization  of assets  and the  payment  of post  petition  liabilities  in the
ordinary  course of  business.  The  financial  statements  do not  include  any
adjustments or  reclassifications  that might be necessary should the Company be
unable to continue in existence. As a result of the Company's Chapter 11 filing,
such matters are subject to significant uncertainty.

                                      118

            The Company's financial statements have been presented in conformity
with the AICPA's Statement of Position 90-7, "Financial Reporting By Entities In
Reorganization Under the Bankruptcy Code", issued November 9, 1990 ("SOP 90-7").
SOP 90-7  requires a  segregation  of  liabilities  subject to compromise by the
Bankruptcy  Court as of the  bankruptcy  filing date and  identification  of all
transactions and events that are directly  associated with the reorganization of
the Company.  See Note H - Liabilities  Subject to Compromise  and  Pre-Petition
Long Term Debt and Note N - Reorganization  Items.  Schedules have been filed by
the Company with the Bankruptcy  Court setting forth the assets and  liabilities
of the Company as of November 16, 2000, the bankruptcy filing date, as reflected
in the Company's  accounting  records.  Differences between amounts reflected in
such  schedules and claims filed by creditors are currently  being  investigated
and either resolved by mutual consent or adjudicated.  The final amounts of such
claims are not presently determinable.

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.

EARNINGS PER SHARE

            Presentation  of  earnings  per  share is not  meaningful  since the
Company is a wholly-owned subsidiary of WHX.

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) accounted for approximately 50.4% of its net sales in
2002, 43.9% in 2001 and 38.7% in 2000.  Wheeling-Nisshin,  Ohio Coatings Company
("OCC"),  an  affiliate  in which the Company has a 50%  ownership  interest and
Nittetsu Shoji America,  were the only customers to account for more than 10% of
net sales in 2002.  Wheeling-Nisshin  accounted  for 15.6% of net sales in 2002,
14.6% in 2001 and 10.9% in 2000.  OCC  accounted for 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.

                                      119

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 2002 and  2001,  approximately  92% and 90%,  respectively,  of
inventories are valued using the LIFO method.

PROPERTY, PLANT AND EQUIPMENT

            Property,  plant and equipment  are stated at  historical  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 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 and the modified units
of production methods for financial  statement purposes and accelerated  methods
for income tax purposes.  The modified  units of production  method  adjusts the
straight line method based on an activity factor for operating assets.  Adjusted
annual  depreciation  is not less than 60% nor more than 110% of  straight  line
depreciation. Accumulated depreciation after adjustment is not less than 75% nor
more than 110% of straight line  depreciation.  Interest cost is capitalized for
qualifying assets during the assets'  acquisition period.  Capitalized  interest
cost is amortized over the life of the asset.

            Maintenance  and  repairs  are  charged  to  income.   Renewals  and
betterments  made  through  replacements  are  capitalized.  Profit  or  loss on
property dispositions is credited or charged to income.

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  are
accounted  for by WHX as a  multi-employer  plan. As such,  the Company  records
pension   expense  based  on  allocations   from  WHX.  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.

                                      120

            As a member of the WHX affiliated  group, the Company is joined with
WHX in the filing of consolidated federal income tax returns. Prior to 2001, tax
provisions  and the  related  tax  payments  or refunds  were  reflected  in the
Company's  financial  statements  in  accordance  with a tax  sharing  agreement
between WHX and the Company.  The tax sharing agreement  generally provided that
the Company would be paid for any reduction in the combined consolidated federal
income tax liability  resulting from the  utilization  or deemed  utilization of
deductions,   losses  and  credits   from  current  or  prior  years  which  are
attributable  to  WPC  or  its  subsidiaries.  The  tax  sharing  agreement  was
terminated  in 2001  effective  as of  January  1,  2001.  As a result,  the tax
provision  for 2001 and later years is intended  to reflect  the  Company's  tax
position as if it filed its own federal income tax return.

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.

NEW ACCOUNTING STANDARDS

            In June 2001,  the Financial  Accounting  Standards  Board  ("FASB")
issued  Statement of Financial  Accounting  Standards No. ("SFAS") 142 "Goodwill
and Other  Intangible  Assets" which  addresses the  accounting for goodwill and
other intangible assets after an acquisition.  The most significant changes made
by SFAS 142 are: 1) goodwill and intangible assets with indefinite lives will no
longer be amortized;  2) goodwill and intangible  assets with  indefinite  lives
must be tested for impairment at least annually;  and 3) the amortization period
for  intangible  assets  with  finite  lives  will no longer be limited to forty
years. The Company adopted SFAS 142 effective January 1, 2002, as required.  The
adoption of SFAS 142 did not have a material impact on the Company.

            In June  2001,  the FASB  issued  SFAS  143,  "Accounting  for Asset
Retirement  Obligations."  SFAS 143  establishes a new accounting  model for the
recognition and measurement of retirement  obligations  associated with tangible
long-lived  assets.   SFAS  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 Company will
adopt this  Statement  effective  January 1, 2003, as required.  The  transition
adjustment  resulting  from  the  adoption  of SFAS 143  will be  reported  as a
cumulative effect of a change in accounting principle. At this time, the Company
cannot  reasonably  estimate  the effect of the  adoption of this  Statement  on
either its financial position or results of operations.  Management  believes at
this time that the adoption of this standard will not have a significant  impact
on either its financial position or results of operations.

            In August 2001, the FASB issued SFAS 144, "Accounting for Impairment
or  Disposal  of  Long-Lived  Assets."  This  Statement   establishes  a  single
accounting  model for  long-lived  assets to be disposed of by sale and provides
additional  implementation guidance for assets to be held and used and assets to
be  disposed  of  other  than  by  sale.  The  Company   adopted  the  Statement
prospectively effective January 1, 2002. The adoption of SFAS 144 did not have a
material effect on the Company.

            In June  2002,  the FASB  issued  SFAS  146  "Accounting  for  Costs
Associated  with Exit or  Disposal of  Activities."  This  statement  supercedes
Emerging  Issues Task Force 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)."  SFAS 146 requires the recognition
of a  liability  for costs  associated  with an exit or disposal  activity  when
incurred.  SFAS 146 also  establishes  that the  liability  should  initially be
measured  and  recorded  at fair  value.  The  provisions  of SFAS  146  will be
effective  for any exit and disposal  activities  initiated  after  December 31,
2002.

                                      121

            In November 2002, the FASB issued FASB  Interpretation No. (FIN) 45,
"Guarantor's  Accounting and Disclosure  Requirement for  Guarantees,  Including
Indirect  Guarantees  of  Indebtedness  of Others."  FIN 45  requires  that upon
issuance of a guarantee,  a guarantor  must  recognize a liability  for the fair
value  of an  obligation  assumed  under  a  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
recognition  provisions of FIN 45 will be effective for any guarantees  that are
issued or modified  after December 31, 2002.  The  disclosure  requirements  are
effective as of December 31, 2002.  The provisions of FIN 45 are not expected to
have a material impact on our results of operations or financial position.

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, 2002,  $135.5  million of fully vested funds are
held in trust for benefits earned under the hourly defined  contribution pension
plans and $38.1  million of fully  vested  funds are held in trust for  benefits
earned under the salaried employees defined contribution plan. Approximately 74%
of the assets are invested in equities and 23% are in fixed income  investments.
The balance is in cash and cash  equivalents.  All plan  assets are  invested by
professional investment managers.

            All pension  provisions charged against income totaled $3.8 million,
$4.8 million and $7.4 million in 2002, 2001 and 2000, respectively.

DEFINED BENEFIT PLANS

            The  Company   established  a  defined   benefit  pension  plan  for
USWA-represented  employees pursuant to a new labor agreement. 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.

            The  plan  was  established  pursuant  to  a  collective  bargaining
agreement  ratified  on August  12,  1997.  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, 2002 totaled $134.5 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

                                      122

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.

            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
is  allocated  by the common  parent and  totaled  zero,  $0.9  million and $2.6
million  in 2002,  2001 and 2000,  respectively.  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  earlier of the
effective date of a Plan of  Reorganization  and December 31, 2002. See Note A -
Bankruptcy and Reorganization.

OTHER POSTRETIREMENT BENEFITS

            The Company  sponsors  postretirement  benefit plans that cover both
management  and  hourly  retirees  and  dependents.  The plans  provide  medical
benefits  including  hospital,  physicians'  services and major medical  expense
benefits and a life  insurance  benefit.  The hourly  employees'  plans  provide
non-contributory basic medical and a supplement to Medicare benefits, and pre-65
major  medical  coverage to which the Company  contributes  50% of the insurance
premium  cost.  As a result of the MLA,  major  medical  benefits  are no longer
available to post-65  retirees  living in an area where an HMO medicare  plan is
available. The management plan provides basic medical and major medical benefits
on a non-contributory basis through age 65.

            The cost of  postretirement  medical and life  benefits for eligible
employees are accrued during the employee's  service period through the date the
employee  reaches full benefit  eligibility.  The Company  defers and  amortizes
recognition of changes to the unfunded obligation that arise from the effects of
current  actuarial  gains and losses and the effects of changes in  assumptions.
The Company funds the plans as current benefit obligations are paid. In 1994 the
Company  began  funding a  qualified  trust in  accordance  with its  collective
bargaining agreement.  The 1997 collective bargaining agreement provided for the
use of those funds to pay current benefit  obligations and suspended  additional
funding until 2002. The MLA suspends additional funding until March 31, 2005.

                                      123

The amounts accrued at December 31, included the following components.

                                                                             Postretirement Benefits
                                                                               Other Than Pensions
                                                                          -------------------------
                                                                            (Dollars in Thousands)
                                                                              2002         2001
                                                                              ----         ----
Change in benefit obligation:
   Benefit Obligation at beginning of year                                 $ 307,080    $ 276,192
   Service cost                                                                2,431        2,180
   Interest cost                                                              19,080       20,561
   Actuarial (gain) loss                                                       9,404       19,690
   Benefits paid                                                             (23,942)     (20,989)
   Increase due to Collective Bargaining Agreement                              --         10,849
   Transfer of PCC obligation to WHX plan                                       --         (1,403)
                                                                           ---------    ---------
   Benefit Obligation at December 31                                         314,053      307,080
                                                                           ---------    ---------

                                                                           ---------    ---------
Fair value of plan assets at December 31                                        --           --
                                                                           ---------    ---------

   Benefit obligation in excess of plan assets                              (314,053)    (307,080)
   Unrecognized prior service credit                                         (11,252)     (13,963)
   Unrecognized net actuarial (gain) loss                                    (38,298)     (53,469)
                                                                           ---------    ---------
   Net amount recognized at December 31                                     (363,603)    (374,512)
                                                                           ---------    ---------

   Amounts recognized in the statement of financial position consist of:
   Liabilities subject  to compromise                                       (360,518)    (372,071)
   Accrued benefit liability                                                  (3,085)      (2,441)
                                                                           ---------    ---------
   Net amount recognized                                                   $(363,603)   $(374,512)
                                                                           =========    =========

                                      124

            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
                                       --------------------------------
                                          2002        2001        2000
                                          ----        ----        ----
                                             (Dollars in Thousands)
Components of net periodic cost:
Service cost                           $  2,431    $  2,180    $  2,088
Interest cost                            19,080      20,561      19,640
Amortization of prior service credit     (2,712)     (3,918)     (3,918)
Recognized actuarial (gain)/loss         (5,767)     (4,885)     (7,168)
                                       --------    --------    --------
Total                                  $ 13,032    $ 13,938    $ 10,642
                                       ========    ========    ========

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

                                         Postretirement Benefits
                                            Other Than Pensions
                                        ------------------------
                                            2002    2001
                                            ----    ----
                                         (Dollars in Thousands)

           Discount rate                    6.5%    7.25%
           Medical care cost trend rate     9.0%    9.5%

            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 $26.1 million and net periodic benefit cost of $2.6 million.  A 1%
decrease  in the  health  care cost  trend  rate  would  result  in  approximate
decreases in the accumulated  postretirement benefit obligation of $23.5 million
and net periodic benefit cost of $4.2 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. At December 31, 2002, 2001 and 2000, the 401(k)
plan held 165,645 shares, 542,695 shares and 638,902 shares of WHX Common Stock,
respectively.   Costs   incurred   for   matching   contributions   amounted  to
approximately $1 million in 2000.

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 6.5% at  December  31, 2002 and 7.0% at
December 31, 2001. 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.  At December 31, 2001
these liabilities totaled $0.4 million and $14.4 million, respectively.

                                      125

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.

            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.  Such  liabilities  are included in Liabilities
Subject to Compromise. In conjunction with the Chapter 11 filing, the Company is
involved  in  disputes  over the  extent of its  liabilities  under the Act.  At
December 31, 2001, the  actuarially  determined  liability  discounted at 7.25%,
covering 386  assigned  retirees and  dependents  and 174 orphans,  totaled $9.8
million.

NOTE E--INCOME TAXES

The provision for income taxes for the years ended December 31, consisted of the
following:

                                       Year ended December 31,
                                     ----------------------------
                                      2002       2001      2000
                                      ----       ----      ----
                                      (Dollars in thousands)

Current
   Federal tax provision (benefit)   $  --     $  --     $  --
   State tax provision                    11        17        82
                                     -------   -------   -------
Total income taxes current                11        17        82

Deferred
   Federal tax provision (benefit)      --        --      90,010

                                     -------   -------   -------
Income tax provision (benefit)       $    11   $    17   $90,092
                                     =======   =======   =======

            Total  federal and state  income  taxes paid in 2002,  2001 and 2000
were $0.0 million, $0.1 million and $0.2 million, respectively.

                                      126

            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:

                                                  Year ended December 31,
                                            ------------------------------------
                                               2002          2001         2000
                                               ----          ----         ----
                                                 (Dollars in thousands)

    Loss before taxes                       $ (57,556)   $(172,197)   $(128,095)
                                            =========    =========    =========

Tax provision (benefit) at statutory rate   $ (20,145)   $ (60,269)   $ (44,833)
Increase (reduction) in tax due to:
   Percentage depletion                          --           --           (242)
   Equity earnings                             (1,086)        (388)        (447)
   State income tax net of federal effect           7           11           53
   Change in valuation allowance               21,158       60,588      149,681
   Settlement of prior years taxes               --           --        (23,895)
   Other miscellaneous                             77           75        9,775
                                            ---------    ---------    ---------
Tax provision (benefit)                     $      11    $      17    $  90,092
                                            =========    =========    =========

            The  composition of deferred  income tax assets and  liabilities are
shown in the following table:

                                                                   December 31,
                                                              ----------------------
                                                                  2002        2001
                                                                  ----        ----
                                                              (Dolllars in millions)

Assets

Postretirement and postemployment employee benefits            $  130.0    $  133.6
Operating loss carryforward (expiring in 2005 to 2021)            220.2       212.8
Minimum tax credit carryforwards (indefinite carryforward)         18.2        18.2
Provision for expenses and losses                                  24.8        17.5
Leasing activities                                                 12.4        15.5
State income taxes                                                  1.1         1.2
Miscellaneous other                                                 0.5         2.3
                                                               --------    --------
     Deferred tax assets                                       $  407.2    $  401.1
                                                               ========    ========

Liabilities

Property, plant and equipment                                  $ (112.7)   $ (125.7)
Inventory                                                         (31.2)      (32.0)
State income taxes                                                 (0.7)       (0.9)
Miscellaneous other                                                (0.4)       (0.9)
                                                               --------    --------
     Deferred tax liability                                      (145.0)     (159.5)
Valuation allowance                                              (262.2)     (241.6)
                                                               --------    --------
Deferred income tax asset--net                                 $ --        $ --
                                                               ========    ========

            On November 16, 2000,  the Company filed for relief under Chapter 11
of the United  States  Bankruptcy  Code. In general,  the Internal  Revenue Code
permits debt forgiveness in such cases to be excluded from income.  However,  to
the extent that income is not recognized,  certain future tax attributes must be
reduced by the amount of the  excluded  income.  Accordingly,  a full  valuation
allowance was recorded against the Company's net deferred tax assets in 2000 due
to uncertainties surrounding future realization and the expectation that certain

                                      127

tax attributes previously recorded - namely net operating losses and tax credits
- will not be  utilized.  In  2002,  the  valuation  allowance  reflected  a net
increase  in the amount of $20.6  million  largely  due to the  increase  in net
operating losses for which uncertainty exists as to their realizability.

            During 2000, certain  transactions  between WPC and WHX were entered
into by the parties with the understanding  that the tax sharing agreement would
be terminated  effective  January 1, 2001 and would not apply  prospectively  as
long as WPC remained a member of the WHX affiliated  group.  This had the effect
of using $94.2 million and $24.9  million of WPC  operating  losses for 2001 and
2000, respectively for which the Company derived no benefit.

            During 1994, the Company  experienced an ownership change as defined
by  Section  382 of the  Internal  Revenue  Code.  As a  result  of this  event,
pre-change  of  control  net  operating  losses  that  can  be  used  to  offset
post-change  of control  pre-tax income will be limited to  approximately  $32.0
million.  Post-change  of  control  net  operating  losses do not have an annual
offset limitation.

            The  statute of  limitations  has expired  for years  through  1994.
Federal tax returns have been examined by the Internal  Revenue  Service ("IRS")
through 1997.  Management  believes it has adequately  provided for all taxes on
income.

Note F--INVENTORIES

                                                  December 31,
                                            -----------------------
                                              2002          2001
                                              ----          ----
                                            (Dollars in thousands)

           Finished products                $ 31,705     $ 40,295
           In-process                        112,319       89,762
           Raw materials                      22,544       19,303
           Other materials and supplies       17,054       18,515
                                            --------     --------
                                             183,622      167,875
           LIFO reserve                          469        5,242
                                            --------     --------
                                            $184,091     $173,117
                                            ========     ========

            During  2002,  2001 and  2000,  certain  inventory  quantities  were
reduced,  resulting in  liquidations  of LIFO  inventories,  the effect of which
decreased income by approximately  $0.8 million in 2002, and increased income by
$4.8 million in 2001 and $3.4 million in 2000.

Note G--PROPERTY, PLANT AND EQUIPMENT

                                                                    December 31,
                                                             -------------------------
                                                                2002           2001
                                                                ----           ----
                                                               (Dollars in thousands)

          Land and mineral properties                        $   19,734     $   19,751
          Buildings, machinery and equipment                  1,194,799      1,178,707
          Construction in progress                               32,390         44,355
                                                             ----------     ----------
                                                              1,246,923      1,242,813
          Less accumulated depreciation and amortization        716,355        648,925
                                                             ----------     ----------
                                                             $  530,568     $  593,888
                                                             ==========     ==========

            The Company  utilizes the  modified  units of  production  method of
depreciation which recognizes that the depreciation of steelmaking  machinery is
related to the physical  wear of the  equipment  as well as a time  factor.  The
modified  units of production  method  provides for straight  line  depreciation
charges modified (adjusted) by the level of raw steel production.  In 2002, 2001
and 2000 depreciation  adjustments under the modified units of production method

                                      128

were $0.9  million or 1.3% less,  $1.8  million or 2.4% less and $0.2 million or
0.3% less, respectively, than straight line depreciation.

            As of December 31, 2002 and 2001, the Company had two capital leases
in the amount of $7.1  million  which  were  classified  as Debt in  Liabilities
Subject to Compromise.

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

            The principal categories of claims classified as liabilities subject
to compromise  under  reorganization  proceedings  are identified  below.  These
liabilities include substantially all the current and non-current liabilities of
the Company as of November 16, 2000, the date the Chapter 11 petition was filed.
As discussed further in Note A, these liabilities including the maturity of debt
obligations are stayed during the Chapter 11 cases.  Certain of the pre-petition
liabilities  are secured by liens on the  Company's  property.  Parties  holding
secured claims may request maintenance payments during the reorganization period
should the value of liened property  decline.  Additional  bankruptcy claims and
pre-petition   liabilities  may  arise  by  reason  of  termination  of  various
contractual  obligations and as certain  contingent  and/or disputed  bankruptcy
claims are settled  which may  materially  exceed the amounts  shown below.  All
amounts below may be subject to future adjustment  depending on Bankruptcy Court
action,  further  developments with respect to disputed claims, or other events.
Liabilities subject to compromise are summarized as follows.

                                                                                December 31,
                                                                            2002          2001
                                                                            ----          ----
                                                                          (Dollars in thousands)

Other federal, state and local taxes                                      $  1,717     $  3,573
Debt, see table below                                                      356,384      356,384
Interest accrued through November 16, 2000                                  13,738       13,738
Unfunded provisions related to retiree medical benefits (see Note D)       360,518      372,071
Trade payables                                                             117,020      131,391
Other liabilities                                                           40,924       37,961
                                                                          --------     --------
     Total liabilities subject to compromise recorded at December 31:     $890,301     $915,118
                                                                          ========     ========

            Debt included in  liabilities  subject to compromise at December 31,
2002 and 2001 is summarized below:

                                                     December 31,
                                                  2002          2001
                                                  ----          ----
                                                (Dollars in thousands)

Senior Unsecured Notes due 2007, 9 1/4%         $274,266     $274,266
Term Loan Agreement due 2006, floating rate       75,000       75,000
Other                                              7,118        7,118
                                                --------     --------
          Total Long-Term Debt(1)               $356,384     $356,384
                                                ========     ========

(1)         No estimate of fair value is available for December 31, 2002 and 2001.

            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 a reorganization  plan defining the repayment terms has been confirmed.
The total interest on pre-petition debt that was not paid or charged to earnings
for the period from November 17, 2000 to December 31, 2000 was $4.1 million. For
the year  ended  December  31,  2002 and 2001,  interest  not paid or charged to
earnings totaled $30.8 million and $31.6 million, respectively. Such interest is
not being accrued since it is not probable that it will be treated as an allowed
claim.  The  Bankruptcy  Code generally  disallows the payment of  post-petition
interest with respect to unsecured pre-petition claims.

                                      129

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 is payable
semi-annually on May 15 and November 15 of each year. The Senior Notes mature on
November 15, 2007.  The 9-1/4% Senior Notes were  exchanged for identical  notes
which were issued pursuant to an exchange offer  registered under the Securities
Act of 1933, as amended.  The 9-1/4% Senior Notes are unsecured  obligations  of
the  Company,  ranking  senior in right of  payment to all  existing  and future
subordinated  indebtedness of the Company,  and pari passu with all existing and
future senior unsecured indebtedness of the Company,  including borrowings under
the Term Loan Agreement.  The 9-1/4% Senior Notes are fully and  unconditionally
guaranteed  on a joint and several  and senior  basis by the  guarantors,  which
consist of the Company's present and future operating subsidiaries.

            On  November  26,  1997 the  Company  entered  into  the  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
are guaranteed by its present and future operating subsidiaries.

            The Company is in default of its  obligations  with respect to the 9
1/4%  Senior  Notes and the Term Loan  Agreement  by  virtue of the  Chapter  11
filings and failures to pay interest when due.

NOTE I--LONG TERM DEBT

                                                                 December 31,
                                                            ----------------------
                                                               2002         2001
                                                               ----         ----
                                                            (Dollars in thousands)

            Term Loan - DIP Credit Facility (See Note A)     $35,222     $34,401
            State Loans                                       11,985        --
            WHX Loan                                           5,000       5,000
            Other                                              4,545         943
                                                             -------     -------
                                                              56,752      40,344
            Less portion due within one year                  43,575      40,344
                                                             -------     -------
            Long-Term Debt                                   $13,177     $  --
                                                             =======     =======

            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.  Furthermore,  no
determination  has  been  made as to the  timing  of the  payment  of the  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.

                                      130

INTEREST COST

            Aggregate interest costs on debt and amounts  capitalized during the
three years ended December 31, 2002, are as follows:

                                                               Year Ended December 31,
                                                          ---------------------------------
                                                            2002         2001        2000
                                                            ----         ----        ----
                                                               (Dollars in Thousands)

          Aggregate interest expense on long-term debt     $17,761     $21,611     $42,467
          Less:  Capitalized interest                        1,774       4,163       6,498
                                                           -------     -------     -------
          Interest expense                                 $15,987     $17,448     $35,969
                                                           =======     =======     =======
          Interest Paid                                    $11,618     $15,905     $29,049
                                                           =======     =======     =======

NOTE J--STOCKHOLDER'S EQUITY

                                                          Accumulated    Capital in
                                     Common Stock           Earnings   Excess of Par
                                 Shares       Amount        (Deficit)     Value
                              ----------  ------------  -------------- -------------
                                              (Dollars in thousands)

Balance January 1, 2000             100     $       0     $(198,341)     $ 335,138
Net loss                           --            --        (218,187)          --
                              ---------     ---------     ---------      ---------
Balance December 31, 2000           100             0      (416,528)       335,138
Net loss                           --            --        (172,214)          --
                              ---------     ---------     ---------      ---------
Balance December 31, 2001           100             0      (588,742)       335,138
Net loss                           --            --         (57,567)          --
                              ---------     ---------     ---------      ---------
Balance December 31, 2002           100     $       0     $(646,309)     $ 335,138
                              =========     =========     =========      =========

NOTE K--RELATED PARTY TRANSACTIONS

            The  Chairman  of  the  Board  of  WHX is  the  President  and  sole
shareholder  of WPN Corp.  Pursuant to a  management  agreement  effective as of
January  3, 1991,  as  amended,  approved  by a  majority  of the  disinterested
directors of WHX, WPN Corp. provided certain financial,  management advisory and
consulting   services   to  WPC.   Such   services   included,   among   others,
identification,  evaluation and  negotiation of acquisitions  and  divestitures,
responsibility  for financing  matters,  review of annual and quarterly budgets,
supervision and administration,  as appropriate,  of all of WPC's accounting and
financial  functions and review and supervision of reporting  obligations  under
Federal and state  securities  laws.  In exchange for such  services,  WPN Corp.
received a fixed fee from the Company of  $208,333  per month for nine months in
2000.  On January  17, 2001 the  Company  notified  WHX that the Company had not
received  services  under the  agreement  since  September 30, 2000 and would no
longer participate under the management agreement.

            The Company  regularly  sells  steel  product at  prevailing  market
prices to Unimast Incorporated ("Unimast") and PCC, wholly-owned subsidiaries of
WHX. During 2002, 2001 and 2000, the Company shipped $0.5 million,  $2.2 million
and $13.2 million, respectively of steel product to Unimast. In August 2002, WHX
sold its interest in Unimast to an unrelated  party.  During 2002 and 2001,  the
Company shipped $20.8 million and $7.0 million, respectively of steel product to
PCC.  Amounts due the Company  from  Unimast at December  31, 2002 and 2001 were
$.01 million and $0.1 million, respectively. Amounts due the Company from PCC at
December 31, 2002 and 2001 were $2.0 million and $0.5 million, respectively. WHX
provided funds for the purchase of natural gas during 2001. At December 31, 2002
the Company owed WHX approximately $2.1 million for gas purchased.

                                      131

NOTE L--COMMITMENTS AND CONTINGENCIES

  ENVIRONMENTAL MATTERS

            The Company,  as are other industrial  manufacturers,  is subject to
increasingly  stringent standards relating to the protection of the environment.
In order to  facilitate  compliance  with  these  environmental  standards,  the
Company has incurred  capital  expenditures for  environmental  control projects
aggregating  $1.7  million,  $0.8 million and $3.4 million for 2002,  2001,  and
2000,  respectively.  The Company has  projected  spending  approximately  $18.2
million in the aggregate on major environmental  compliance projects through the
year 2005, estimated to be spent as follows: $3.7 million in 2003, $11.6 million
in  2004  and  $2.9  million  in  2005.  However,  due  to  the  possibility  of
unanticipated  factual or regulatory  developments  and in light of  limitations
imposed  by the  pending  Chapter  11 cases,  the  amount  and  timing of future
expenditures may vary substantially from such estimates.

            In addition,  the  treatment  of  environmental  liabilities  in the
pending  Chapter 11 cases may differ  depending on whether such  liabilities are
determined to be pre-petition or post-petition liabilities of the Debtors. It is
not possible or appropriate to predict how environmental  liabilities ultimately
may be  classified  in the Debtors'  Chapter 11 cases,  and the Debtors have not
attempted to distinguish between pre-petition and post-petition liabilities.

            The Company has been identified as a potentially  responsible  party
under the Comprehensive  Environmental Response,  Compensation and Liability Act
("Superfund")  or similar state statutes at several waste sites.  The Company is
subject to joint and  several  liability  imposed by  Superfund  on  potentially
responsible parties. Due to the technical and regulatory  complexity of remedial
activities and the difficulties attendant to identifying potentially responsible
parties and  allocating  or  determining  liability  among them,  the Company is
unable to reasonably  estimate the ultimate cost of  compliance  with  Superfund
laws. The Company believes, based upon information currently available, that the
Company's  liability for clean up and  remediation  costs in connection with the
Buckeye  Reclamation  Landfill will be between $1.5 million and $2.0 million. At
five other sites (MIDC Glassport,  Tex-Tin,  Breslube Penn, Four County Landfill
and Beazer) the Company estimates costs to aggregate approximately $500,000.

            Non-current accrued environmental  liabilities totaled $18.0 million
at December 31, 2002 and $19.0 million at December 31, 2001. These accruals were
determined by the Company based on all available information. As new information
becomes available, including information provided by third parties, and changing
laws and  regulations,  the liabilities  are reviewed and the accruals  adjusted
quarterly. Management believes, based on its best estimate, that the Company has
adequately provided for its present environmental obligations.

            Based upon information currently available,  including the Company's
prior capital expenditures, anticipated capital expenditures, consent agreements
negotiated  with  Federal and state  agencies and  information  available to the
Company on pending judicial and administrative proceedings, the Company does not
expect  its  environmental   compliance  costs,   including  the  incurrence  of
additional  fines  and  penalties,  if any,  relating  to the  operation  of its
facilities,  to have a material  adverse  effect on the results of operations of
the Company or on its ability to  reorganize.  However,  as further  information
comes  into  the  Company's  possession,  it  will  continue  to  reassess  such
evaluations.

GUARANTEES

            In December  1995, the Company  entered into a "Capital  Maintenance
Agreement" with a financial institution, which requires the Joint Venture owners
of OCC to  provide  funds to cure any  defaults  under  the debt  agreement.  At
December  31,  2002  the  amounts  borrowed  under  the debt  agreement  totaled
approximately $12 million.

                                      132

NOTE M--OTHER INCOME

                                                    Year Ended December 31,
                                              ----------------------------------
                                                2002        2001           2000
                                                ----        ----           ----
                                                     (Dollars in Thousands)

          Interest and investment income      $   764      $   973      $ 1,531
          Equity income                         3,882        1,274        1,810
          Receivables securitization fees        --           --         (6,887)
          Other, net                              (79)      (1,896)         531
                                              -------      -------      -------
                                              -------      -------      -------
                                              $ 4,567      $   351      $(3,015)
                                              =======      =======      =======

NOTE N--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 2002,  2001 and 2000 were $11.8 million and $10.6 million in 2002,  $14.2
million and $13.9 million for 2001,  and $4.1 million and $2.6 million for 2000,
respectively.

            Other reorganization income (expense) items are summarized below:

                                                                                Year Ended December 31,
                                                                          ---------------------------------
                                                                             2002         2001        2000
                                                                             ----         ----        ----
                                                                                (Dollars in Thousands)

               Gain (loss) on sale or disposal of assets                  $ 1,258      $  (936)     $  --
               Gain from sale of PCC assets                                  --          9,818         --
               Gain on settlement of intercompany accounts                   --            367         --
               Write-off of deferred financing costs related to
                    pre-petition credit and securitization agreements      (2,592)
               Other                                                            4         --           --
                                                                          -------      -------      -------
                                                                          $ 1,262      $ 9,249      $(2,592)
                                                                          =======      =======      =======

NOTE O--SALE OF RECEIVABLES

            In 1994, a special purpose  wholly-owned  subsidiary of WPSC entered
into an agreement to sell an undivided percentage ownership in a designated pool
of accounts receivable generated by WPSC and two of the Company's  subsidiaries:
Wheeling Construction Products, Inc. and PCC (the Receivables Facility). In 1995
WPSC entered into an agreement to include the receivables  generated by Unimast,
in the pool of accounts  receivable sold. In May 1999, the Receivables  Facility
was  extended  through  May 2003 and  increased  to $100  million on a revolving
basis.  Effective  June of 1999,  Unimast  withdrew  from  participation  in the
facility.  In June 2000,  the Company  amended  the  agreement  to increase  the
program limit to $115 million.  On September 22, 2000,  the Company  amended its
agreement  to  reduce  the  program  limit  to $105  million,  to waive an Early
Amortization  Event  through  December  20,  2000 and to increase  certain  fees
associated with the agreement during the waiver period.  The Early  Amortization
Event was caused by a reduction  in rating by Standard & Poors on the  long-term
Senior  Unsecured  debt.  On November 17,  2000,  the  Receivables  Facility was
terminated  and funds from the DIP Credit  Facility were used to repurchase  all
receivables  held by the  Receivables  Facility.  Fees paid by WPSC  under  this
Receivables  Facility were based upon  variable  rates that ranged from 5.91% to
9.62%.

NOTE P--INFORMATION ON SIGNIFICANT JOINT VENTURES

            The Company owns 35.7% of Wheeling-Nisshin.  Wheeling-Nisshin had no
debt outstanding at December 31, 2002 and December 31, 2001. The Company derived
approximately   15.5%  and  14.6%  of  its  revenues   from  sale  of  steel  to
Wheeling-Nisshin in 2002 and 2001, respectively.  The Company received dividends

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of $1.25  million  from  Wheeling-Nisshin  in 2002 and  $3.75  million  in 2001.
Amounts due the Company at December 31, 2002 totaled $5.2 million.

            The  Company  owns 50% of OCC.  OCC had total  debt  outstanding  at
December 31, 2002 and 2001 of  approximately  $44.3  million and $48.2  million,
respectively.  Of the debt  outstanding  at December  31,  2002,  the Company is
obligated  to pay $12.1  million  in the event of default  by OCC.  The  Company
derived  approximately  10.8% and 9.8% of its revenues from sale of steel to OCC
in 2002 and 2001,  respectively.  Amounts due the  Company at December  31, 2002
totaled $29.4 million, including an advance of $12.4 million.

NOTE Q--SUMMARIZED  COMBINED FINANCIAL  INFORMATION OF THE SUBSIDIARY GUARANTORS
OF THE 9"% SENIOR NOTES

                                                             Year ended December 31,
                                                  ----------------------------------------------
                                                      2002              2001            2000
                                                      ----              ----            ----
                                                             (Dollars in thousands)
Income Data
Net sales                                         $   979,993      $   835,640      $ 1,119,031
Cost of products sold, excluding depreciation         893,829          865,613        1,053,185
Depreciation                                           74,194           72,551           78,859
Selling, administrative and general expense            46,836           46,977           67,891
Reorganization and professional fee expense            11,755           14,200            4,140
                                                  -----------      -----------      -----------
Operating loss                                        (46,621)        (163,701)         (85,044)
Reorganization income (expense)                           417            7,979           (2,592)
Interest expense                                      (20,963)         (19,178)         (31,090)
Other income (loss)                                     1,271            1,551           (6,006)
                                                  -----------      -----------      -----------

Loss before tax                                       (65,896)        (173,349)        (124,732)
Tax provision (benefit)                                (2,908)          (1,603)          77,093
                                                  -----------      -----------      -----------
Net loss                                          $   (62,988)     $  (171,746)     $  (201,825)
                                                  ===========      ===========      ===========

                                                     Year ended December 31,
                                                  -----------------------------
                                                         2002          2001
                                                         ----          ----
                                                       (Dollars in thousands)
Balance Sheet Data
Assets
     Current assets                                   $ 330,443      $ 295,775
     Non-current assets                                 540,403        610,884
                                                      ---------      ---------
Total assets                                          $ 870,846      $ 906,659
                                                      =========      =========
Liabilities and stockholder's equity (deficit)
     Current liabilities                              $ 330,929      $ 296,225
     Non-current liabilities                            885,910        893,439
     Stockholder's equity (deficit)                    (345,993)      (283,005)
                                                      ---------      ---------
Total liabilities and stockholder's equity (deficit)  $ 870,846      $ 906,659
                                                      =========      =========

NOTE R--SUBSEQUENT EVENTS

            On February 28, 2003,  the Company was notified  that the  Emergency
Steel Loan Guarantee  Board did not approve the initial  application  for a $250
million loan guarantee. The Company submitted a revised application for the loan
guarantee on March 14,  2003.  On March 26, 2003,  the revised  application  was
approved.  The loan  guarantee is subject to certain  conditions,  which must be
achieved by June 30, 2003, including, among others, development of an acceptable
Plan of Reorganization favorable resolution of the PBGC discussions with WHX and
WPC relative to  termination  of the WHX pension  plan, a definitive  collective
bargaining  agreement  with the USWA,  and the absence of any  material  adverse
change in condition (financial or otherwise), business,

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property,  operations,  prospects,  assets  or  liabilities  of WPSC,  or in its
ability to repay the loan,  or in the value of the  collateral  between the date
hereof and the date the guarantee is to be issued.

            On March 6, 2003, the PBGC  announced  that it had determined  under
provisions  of ERISA that the WHX  pension  plan must  terminate  as of March 7,
2003, and that PBGC should become  statutory  trustee of the pension plan.  This
action was  prompted  by the  February 28  rejection  of the $250  million  loan
guarantee.  The PBGC has been notified of the loan  guarantee  approval on March
26, 2003. Obtaining an acceptable resolution of the treatment of the WHX Pension
Plan is a condition to the loan  guarantee.  If an acceptable  resolution is not
obtained on or before June 30, 2003, then a condition to the loan guarantee will
not have been  satisfied.  If the loan  guarantee  is not granted it is unlikely
that the present  Plan of  Reorganization,  filed with the  Bankruptcy  Court on
December 29,  2002,  or any amended Plan of  Reorganization  will be  confirmed.
Furthermore,  it is doubtful  that an  alternative  plan could be confirmed in a
reasonable  time frame,  although the company has indicated that it would pursue
such an  alternate  plan.  In either  case,  there can be no assurance as to the
future of the WPC Group.

NOTE S--QUARTERLY INFORMATION (UNAUDITED)

Financial  results by quarter for the two fiscal  years ended  December 31, 2002
and 2001 are as follows:

                                                                            Net         Earnings
                                                        Gross              Income        (Loss)
                                   Net Sales            Profit             (Loss)      Per Share
                                   ---------            ------             ------      ---------

                                                         (Dollars in thousands)

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)

2001

     1st Quarter                    202,706            (17,115)            (59,986)        *
     2nd Quarter                    207,941            (14,099)            (41,532)
     3rd Quarter                    224,301             (3,104)            (41,180)
     4th Quarter                    200,692              3,893             (29,516)

            Earnings  per share are not  meaningful  because  the  Company  is a
wholly-owned subsidiary of WHX.

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