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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

/X/  ANNUAL  REPORT  PURSUANT  TO SECTION  13 OR 15(D) OF THE  SECURITIES
     EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2001.
                                       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 / / No /X/

       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/

       Aggregate  market  value of Common  Stock held by  non-affiliates  of the
Registrant  as of March 18, 2002 was  $12,072,315,  which value,  solely for the
purposes of this  calculation  excludes  shares held by  Registrant's  officers,
directors,  and  their  affiliates.  Such  exclusion  should  not  be  deemed  a
determination by Registrant that all such  individuals are, in fact,  affiliates
of the  Registrant.  The number of shares of Common Stock issued and outstanding
as of March 18, 2002 was 16,087,428.

                      DOCUMENTS INCORPORATED BY REFERENCE:

           Definitive  proxy statement to be filed pursuant to Regulation 14A in
connection with the 2002 Annual Meeting of Stockholders Part III.

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  businesses  currently  are: Handy & Harman
("H&H"), a diversified  manufacturing  company whose strategic business segments
encompass,  precious metals plating and  fabrication,  specialty wire and tubing
and  engineered  materials;  and  Unimast  Incorporated  ("Unimast"),  a leading
manufacturer  of steel framing and other products for commercial and residential
construction.  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 as the
"Company,"  and WHX with its  subsidiaries  other  than the WPC  Group  shall be
referred to 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  17,  2000,  and have been  granted  superpriority
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.  For
additional information concerning these developments,  see Item 7 - Management's
Discussion  and Analysis of Financial  Condition and Results of  Operations  and
Notes 2, 10 and 11 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. In order to simplify this business section,  separations will be
made between the WPC business and the remaining WHX businesses.

                                  THE WHX GROUP

HANDY & HARMAN SEGMENTS

            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  metals 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.

            Historically,  until commencing a  diversification  program in 1966,
H&H was engaged  primarily in the  manufacture of silver and gold alloys in mill
forms and the  refining of precious  metals from jewelry and  industrial  scrap.
H&H's markets were largely among silversmiths and manufacturing jewelers,  users
of silver  brazing  alloys,  and  manufacturers  who  required  silver  and gold
primarily for the  properties  of those  metals.  H&H publishes a daily New York
price for its purchases of silver and gold and

                                       2

also  publishes a daily  price for its  fabricated  silver and gold.  The silver
price,  published  by  H&H,  is  recognized,  relied  on and used by  others
throughout the world.  The  diversification  program has added lines of precious
metals  products  and  various  specialty  manufacturing  operations,  including
stainless steel and specialty metal alloy  products,  for industrial  users in a
wide range of applications described above.

NIMAST SEGMENT

            In March 1995, the Company acquired Unimast, a leading  manufacturer
of steel framing and related accessories for commercial and residential building
construction.  Unimast  uses  galvanized  steel  to  manufacture  steel  framing
components for wall, floor and roofing systems, in addition to other roll formed
expanded  metal  construction  accessories.  On  June  29,  2001  as part of the
settlement  agreement  with  the WPC  Group,  WHX  acquired  certain  assets  of
Pittsburgh-Canfield Corporation ("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 Company's Unimast 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.

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.  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,
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.

            Unimast will continue to expand the breadth and depth of its product
offerings  and the  geographic  markets it serves,  both by internal  growth and
acquisitions.  In January  1998,  Unimast  expanded  its  business  through  the
acquisition of Clinch-On,  a manufacturer of steel cornerbead and trims for both
the non-residential and residential  construction markets. Unimast continued its
expansion with the July 1999 acquisition of Vinyl Corp., a manufacturer of vinyl
construction  accessories.  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 Unimast segment.

PRODUCTS AND PRODUCT MIX

HANDY & HARMAN

            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

                                       3

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 wire and rolled products, powders and grain 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 metals are used in
many  applications  including  brazing,  arts and contact  materials  for a wide
variety of industries  including  aerospace,  electronics,  appliance,  nuclear,
automotive, jewelry, electrical, medical and silversmithing.

            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.

UNIMAST

            Unimast,  a  leading  manufacturer  of  steel  framing  and  related
accessories  for  residential  and  commercial  building  construction,  shipped
approximately  341,000 tons of steel  products in 2001 and 315,000 tons in 2000.
Unimast uses galvanized steel to manufacture steel framing  components for wall,
floor and  roofing  systems,  in addition to other  roll-formed  expanded  metal
construction accessories. Unimast also uses non-prime galvanized substrate for a
material portion of its requirements,  which historically provided the WPC Group
with an additional  outlet for some portion of its non-prime  products.  Unimast
has facilities in Joliet, Illinois;  Warren, Ohio; McDonough,  Georgia; Baytown,
Texas;  Boonton,  New Jersey;  New Brighton,  Minnesota;  Brooksville and Miami,
Florida;  Goodyear,  Arizona and East Chicago,  Indiana. PCC has a manufacturing
facility in Canfield, Ohio.

CUSTOMERS

HANDY & HARMAN

            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,
silversmith,   and  general  manufacturing  industries.  In  2001,  no  customer
accounted for more than 5% of H&H's sales.

UNIMAST

            Unimast  is a leading  manufacturer  of steel  framing  and  related
accessories for residential and commercial building  construction.  Through PCC,
this  segment  also  manufactures  and  sells  electrogalvanized   products  for
application  in the appliance and  construction  markets.  Unimast's ten largest
customers  accounted for approximately 40% of its net sales in 2001, 37% in 2000
and 38% in 1999.  One  customer  accounted  for 15%, 14% and 13% of net sales in
2001, 2000 and 1999, respectively.

                                       4

RAW MATERIALS

HANDY & HARMAN

            The raw  materials  used  by H&H in its  precious  metal  operations
consist principally of silver, gold, copper, cadmium, zinc, nickel, tin, and the
platinum group metals in various forms.  Silver,  gold and palladium  constitute
the major portion of the value of the raw materials involved.  H&H purchases all
of its precious metals at free market prices from customers,  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  and  customers.  These  metals  are
returnable in fabricated or commercial bar form under agreed-upon  terms.  Since
precious  metals are fungible,  H&H does not physically  segregate  supplier and
customer metals from its own inventories. Therefore, 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.

UNIMAST

            Unimast's raw material  requirements consist primarily of galvanized
steel coils,  which are readily available on the open market.  Unimast purchases
its steel  requirements  from major  domestic  steel  producers  throughout  the
country,  including  WPC.  The price for steel coils tends to  fluctuate  due to
changes  in  the  domestic  and  international  marketplaces.  Unimast  has  not
experienced any problems in obtaining the necessary quantities of steel from its
suppliers, which totaled over 374,400 tons for the year ended December 31, 2001.

BACKLOG

            Unimast order backlog at December 31, 2001 was  approximately  7,000
tons, as compared to 6,000 tons at December 31, 2000.

            H&H 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.   H&H  and  Unimast's  capital   expenditures  for  2001  were
approximately $15.2 million. From 1997 to 2001, capital expenditures  aggregated
approximately $87.7 million. H&H capital expenditures included in this total are
$59.3 million for 1998 to 2001. 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 2001  from  cash on  hand,  funds
generated  by  operations  and  funds  available  under  the  revolving   credit
facilities at H&H and Unimast. The Company anticipates that capital expenditures
for the H&H and Unimast segments will approximate depreciation, on average, over
the next few years.

                                       5

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,  2001
aggregated  2,756  employees.  At December 31,  2001,  the H&H segment had 2,025
employees and the Unimast segment had 729 employees.

            Of  the  2,756  employees  of  the  WHX  Group,  853  were  salaried
employees,  761 were covered by collective  bargaining agreements and 1,142 were
non-union operating employees.

COMPETITION

HANDY & HARMAN

            H&H is one of the leading fabricators of precious metal 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 H&H.  Competition is based on quality,  technology,
service,  price  and  new  product  introduction,  each  of  which  is of  equal
importance.

UNIMAST

            Unimast is one of the leading  manufacturers  of steel  construction
building  products for the commercial and residential  marketplace.  While there
are  many  companies  that  compete   directly  with  Unimast,   there  are  few
manufacturers that carry a comparable variety of products. Unimast competes on a
national  basis and is increasing  its presence in the Western U.S. with its new
manufacturing facility in Goodyear, Arizona.  Competitive factors most affecting
Unimast  include  service,  price and  quality,  with price  usually the leading
consideration.

                                  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.

                                       6

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 2001 and
earlier-year levels:

                                                               HISTORICAL PRODUCT MIX
                                                               YEAR ENDED DECEMBER 31
                                                 -------------------------------------------------
PRODUCT CATEGORY:                                  2001        2000      1999    1998     1997(1)
                                                   ----        ----      ----    ----     ------
Higher Value-Added Products:
   Cold Rolled Products--Trade                      9.2%       13.6%     10.6%   11.0%     5.6%
   Cold Rolled Products--Wheeling-Nisshin          20.0        13.9      19.4    19.0      7.7
   Coated Products                                  4.4        11.5      16.0    17.5     12.3
   Tin Mill Products                               10.8        10.0       9.8     7.1      3.3
   Fabricated Products                             24.6        19.6      15.4    15.6     39.0
                                                  ------      ------    -----   -----    -----
Higher Value-Added Products as a percentage        69.0%       68.6%     71.2%   70.2%    67.9%
  of total shipments
Hot Rolled Products                                31.0        30.9      28.8    29.5     20.0
Semi-Finished                                      --           0.5      --       0.3     12.1
                                                  ------      ------    -----   -----    -----
Total                                             100.0%      100.0%    100.0%  100.0%   100.0%
                                                  ======      ======    =====   =====    =====
Average Net Sales Per Ton                         $412        $475      $461    $511     $590

====================================================================================================
(1)         The allocation among product categories was affected by the strike.

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  69.0% of WPC's  2001  production  of
hot-rolled  coils was further  processed  into  value-added  finished  products.
Hot-rolled  black or  pickled

                                       7

(acid   cleaned)   coils  are  sold  to  a   variety   of   consumers   such  as
converters/processors, steel service centers and the appliance industries.

            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.

HEELING-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  412,000 tons, or 20% of WPC's total tons shipped in 2001 and
approximately  330,000  tons,  or 14% in  2000.  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 2001,  2000 and 1999, OCC had an operating  income of $3.7
million, $3.8 million and $2.1 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 43.9% of its net sales
in 2001, 38.7% in

                                       8

2000, and 43.7% in 1999.  Wheeling-Nisshin  accounted for 14.6%, 10.9% and 16.2%
of net sales in 2001, 2000 and 1999, 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.

            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,
                               ----------------------------------------------------------------------------------
                                 2001             2000             1999             1998            1997(1)
                                 ----             ----             ----             ----            -------

Steel Service Centers              29%              33%             30%               29%             32%
Converters/Processors (2)          27               24              27                32               16
Construction                       22               21              19                19               31
Agriculture                         4                5               5                 6               14
Containers (2)                     11               11              11                 8               2
Automotive                          1                1               1                 1               2
Appliances                          2                2               3                 2               2
Exports                             1                -               1                 1               -
Other                               3                3               3                 2               1
                                 ----             ----             ----             ----            -------
Total                             100%             100%            100%              100%             100%
                                 ====             ====             ====             ====            ======

==================================================================================================================
(1)   The allocation among customer categories was affected by the strike.

(2)   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

                                       9

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
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 2001, the WPC Group consumed approximately 1.4 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 10.8% 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.

ACKLOG

            The WPC Group's Steel Division order backlog was 245,970 net tons at
December 31, 2001, compared to 160,735 net tons at December 31, 2000. All orders
related to the backlog at December  31, 2001 are  expected to be shipped  during
the first half of 2002, 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 2002 from cash on hand,  funds  generated by operations  and funds  available
under the DIP Credit Agreement. It is anticipated that capital expenditures will
be minimized

                                       10

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 2001 were approximately $5.0 million,  including $0.8
million  on  environmental   projects.  From  1997  to  2001  such  expenditures
aggregated approximately $242.0 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 2001,  coal  constituted
approximately 72% of the WPC Group's total energy  consumption,  natural gas 22%
and electricity 6%. The Company  continually  monitors its operations  regarding
potential equipment conversion and fuel substitution to reduce energy costs.

EMPLOYMENT

            At December  31,  2001,  the WPC Group had 3,488  employees of which
2,644 were  represented by the United Steel Workers of America  ("USWA"),  86 by
other unions, 728 were salaried employees and the remainder of 30 were non-union
operating employees.  On August 12, 1997, WPSC and USWA entered into a five-year
labor agreement.

            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.

              Additionally, 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.

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  20% in  1997,  27% in 1998,  23% in 1999,  23% in 2000 and 20% in
2001.  Imports  surged in 1998 due to severe  economic  conditions  in Southeast
Asia,

                                       11

Latin America,  Japan and Russia, among others. Average import customs values in
December 2001  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. It is not yet known what impact this
will have on WPC or the United States steel industry.

               Total  annual  steel   consumption   in  the  United  States  has
fluctuated between 88 million and 123 million tons since 1991. A number of steel
substitutes,  including plastics,  aluminum,  composites and glass, have reduced
the growth of domestic steel consumption.

ITEM 2.           PROPERTIES

HANDY & HARMAN

            H&H has 23 active  operating  plants in the United  States,  Canada,
England,  Denmark and Singapore  (50% owned) with a total area of  approximately
1,827,000 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
55,000 square feet) and owns eight non-operating or discontinued  locations with
a  total  area  of   approximately   468,000  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; Fairfield,  Connecticut; Camden,
Delaware;  Kolding, Denmark;  Liversedge,  England; Evansville and Indianapolis,
Indiana; Cockeysville, Maryland; Agawam and Westfield, Massachusetts;  Middlesex
and Willingboro,  New Jersey; Canastota and Oriskany, New York; Tulsa and Broken
Arrow,  Oklahoma;  Norristown,  Pennsylvania;  East  Providence,  Rhode  Island;
Cudahy, Wisconsin; and Singapore (50% owned).

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

UNIMAST

            Unimast has owned facilities  located at Joliet,  Illinois;  Warren,
Ohio; and Boonton,  New Jersey;  and has leased facilities located at McDonough,
Georgia;  Baytown,  Texas;  New  Brighton,  Minnesota;  Brooksville  and  Miami,
Florida; Goodyear, Arizona; and East Chicago, Indiana. PCC has an owned facility
in Canfield, Ohio.

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.

                                       12

            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..................................       120,000         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.

            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

HANDY & HARMAN

            On or about April 3, 2000, a civil action was commenced  under Title
3 of the United States Code ss.3729 et seq.  (False Claims Act) entitled  United
States of America,  ex rel.  Patricia  Keehle v. Handy & Harman,  Inc. (sic) and
Strandflex,  a Division of Maryland Specialty Wire, Inc.  ("Strandflex")  (Civil
Action No. 5:99-CV-103).  The substantive allegations in the complaint relate to
the alleged improper testing and certification of certain wire rope manufactured
at the  Strandflex  plant during the period  1992-1999 and sold as MILSPEC wire.
The United  States  Attorney's  office also  conducted a criminal  investigation
relating  to  this  matter  and   Strandflex   was  a  target  of  the  criminal
investigation  under title 18 of the United States Code ss.287 (Submitting False
Claims)  with the focus of the  investigation  being  whether  wire rope sold to
government  agencies,  either  directly or  indirectly,  was  misrepresented  by
Strandflex as meeting MILSPEC  specifications.  H&H entered into discussion with
the United States  Attorney to seek a negotiated  settlement of all criminal and
civil claims. Those discussions resulted in a settlement agreement dated May 24,
2001, pursuant to which all civil and criminal claims were resolved as follows:

            Maryland  Specialty Wire, Inc.,  Strandflex  Division,  made a total
civil  payment of $1 million which amount  represented  civil damages as payment
for remediation and compensation and included  $100,000 as restitution  pursuant
to the Plea  Agreement  which  related  to 35 wire rope  sales  which took place
between 1994 and 1998;

            Maryland Specialty Wire, Inc., Strandflex Division,  paid a criminal
fine of $500,000 and $100,000 as restitution pursuant to the Plea Agreement.

            There are no known incidents of any Strandflex wire rope failing and
causing personal or property damage in any application.

                                       13

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"). The Company previously
disclosed that the SEC intended to institute this proceeding.  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.

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

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 2, 10, and 11 to the Consolidated Financial Statements.

                                       14

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 $.8
million,  $3.4 million and $7.7 million for 2001, 2000, 1999  respectively.  WPC
anticipates  spending  approximately  $19.5  million in the  aggregate  on major
environmental  compliance projects through the year 2004,  estimated to be spent
as follows: $9.7 million in 2002, $6.1 million in 2003 and $3.7 million in 2004.
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.

            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 $0.2 million in
year  2002 for  sampling  at the  site.  It is also  expected  that  remediation
measures will be necessary.  Such measures  could commence as early as 2003 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 2001, WPC
has accrued stipulated penalties of approximately $4.5 million.

                                       15

            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, 2001,  the
total  stipulated  penalty amount is $134,000.  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
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 $5
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 anticipates  spending up to $300,000 in year
2002 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 $19.0
million  and  $17.1  million  at  December  31,  2001  and  December  31,  2000,
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

                                       16

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

            The number of shares of Common  Stock issued and  outstanding  as of
March 18, 2002 was 16,087,428. There were approximately 11,449 holders of record
of Common Stock as of March 18, 2002. In 1999, the Company purchased 3.6 million
shares of Common Stock in open market  purchases.  The  repurchased  shares have
been  retired.  There were no  purchases  of Common Stock made by the Company in
2001 and 2000.

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

                                                              Common Stock
                                                              ------------
                                                          High            Low
                                                          ----            ---

2001
First Quarter                                        $    1.71          $  .81
Second Quarter                                            1.98            1.01
Third Quarter                                             2.25            1.16
Fourth Quarter                                            1.79            1.30

2000
First Quarter                                           $ 8.94          $ 6.50
Second Quarter                                            8.69            5.31
Third Quarter                                             5.94            1.13
Fourth Quarter                                            2.56            0.69

                  Pursuant  to the terms of the  Supplemental  Indenture  to the
Company's 10 1/2% Senior Notes,  the Company is prohibited from paying dividends
on its Common  Stock or  Preferred  Stock  until after  October 1, 2002,  at the
earliest (see Note 8 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.

                  Dividends on the Preferred  Stock have not been paid since the
dividend  payment of October 1, 2000.  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.  The next  regularly  scheduled  dividend  payment date is April 1,
2002.  If the  dividend  is not  paid,  this date  would be the  sixth  dividend
non-payment.  As stated above,  the Company

                                       17

is  prohibited  by the  Supplemental  Indenture to its 10 1/2% Senior Notes from
making such dividend  payment.  Accordingly,  following  April 1, 2002, upon the
non-payment of the Preferred Stock dividend,  the holders of the Preferred Stock
will have the right to elect two directors to the Company's Board of Directors.

ITEM 6.                SELECTED FINANCIAL DATA

FIVE-YEAR STATISTICAL                                                     WHX CORPORATION
(THOUSANDS OF DOLLARS)
                                                     2001         2000(A)         1999         1998(B)       1997(C)
                                                ------------  -------------  -------------  ------------  -----------
Profit and Loss:
Net sales                                         $ 620,522    $ 1,745,459    $ 1,764,699   $ 1,690,846    $ 662,307
Cost of products sold (excluding
   depreciation and amortization)                   505,657      1,510,325      1,487,441     1,425,920      740,933
Depreciation and amortization                        28,906         98,777        104,856        96,870       49,445
Selling, administrative and general expense          79,382        142,373        137,615       116,840       68,190
Special charge                                            -              -              -             -       92,701
                                                ------------  -------------  -------------  ------------  -----------
Operating income (loss)                               6,577         (6,016)        34,787        51,216     (288,962)
Interest expense on debt                             48,905         86,222         87,851        78,096       29,047
Gain on sale of interest in Wheeling-Downs           88,517              -              -             -            -
Other income/(expense)                               10,604        (15,207)        30,800        89,696       50,668
                                                ------------  -------------  -------------  ------------  -----------
Income (loss)  before taxes                          56,793       (107,445)       (22,264)       62,816     (267,341)
Tax provision (benefit)                             (31,971)        73,600         (6,430)       23,386      (93,569)
                                                ------------  -------------  -------------  ------------  -----------
Income (loss)  before extraordinary items            88,764       (181,045)       (15,834)       39,430     (173,772)
Extraordinary items-net of tax                       12,357              -            896         2,241      (25,990)
                                                ------------  -------------  -------------  ------------  -----------
Net income (loss)                                   101,121       (181,045)       (14,938)       41,671     (199,762)
Preferred stock dividends                            19,329         20,607         20,608        20,608       20,657
                                                ------------  -------------  -------------  ------------  -----------
Net income (loss)  available to
common stock                                       $ 81,792     $ (201,652)     $ (35,546)     $ 21,063   $ (220,419)
                                                ============  =============  =============  ============  ===========
BASIC INCOME (LOSS)  PER SHARE:
Income (loss)  before extraordinary items            $ 4.63       $ (14.10)       $ (2.30)       $ 1.04      $ (8.83)
Extraordinary items-net of tax                         0.82              -           0.06          0.12        (1.18)
                                                ------------  -------------  -------------  ------------  -----------
Net income (loss)  per share                         $ 5.45       $ (14.10)       $ (2.24)       $ 1.16     $ (10.01)
                                                ============  =============  =============  ============  ===========
Average number of common shares
outstanding (in thousands)                           15,011         14,304         15,866        18,198       22,028
FINANCIAL POSITION:
Cash, cash equivalents and short term
   investments, net of short term
   borrowings                                     $ 141,812       $ 74,516      $ 174,590     $ 230,584    $ 305,934
Working capital                                     246,803        196,698        294,276       408,878      329,372
Property, plant and equipment-net                   171,024        173,790        816,501       819,077      738,660
Plant additions and improvements                     15,200        128,544        104,035        48,250       36,779
Total assets                                        985,023        913,516      2,673,566     2,712,084    2,061,920
Long-term debt                                      454,359        504,983        847,720       893,356      350,453
Stockholders' equity                                256,424        174,996        377,471       446,512      453,393
NUMBER OF STOCKHOLDERS OF RECORD:
Common                                               11,440         11,520         11,666        11,915       12,273
Series  A Convertible Preferred                          34             36             32            31           42
Series  B Convertible Preferred                          61             73             74            69           79
EMPLOYMENT
Employment costs                                  $ 152,321      $ 414,842      $ 443,333     $ 394,701    $ 204,004
Average number of employees                           2,905          7,270          7,535         7,470        4,420

(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)  The financial  results of the Company for 1997 were  adversely  affected by
     the WPC strike.

                                       18

NOTES TO FIVE-YEAR STATISTICAL SUMMARY

            In 1997,  the  Company  recorded a special  charge of $92.7  million
related to a new labor  agreement that ended the ten-month  strike.  The special
charge included $66.7 million for enhanced  retirement  benefits,  $15.5 million
for signing and retention bonuses, $3.8 million for special assistance and other
employee  benefits  payments and $6.7  million for a grant of one million  stock
options to WPN Corp.

            In 1997, the Company also recorded an extraordinary  charge of $26.0
million, net of tax, related to premium and interest charges required to defease
its 93/8% Senior Unsecured Notes of $24.3 million and coal miner retiree medical
benefits of $1.7 million.

            During 1998, the Company purchased and retired $48 million aggregate
principal  amount  of 10 1/2%  Senior  Notes in the  open  market  resulting  in
extraordinary income of $2.2 million, net of tax.

            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 an extraordinary gain of $900,000 net of tax.

            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 2 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.

            During  2001 and 2000,  the Company  did not make any  purchases  of
Common or Preferred  Stock.  During 1999,  1998 and 1997, the Company  purchased
3,594,300; 1,780,307 and 5,537,552 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 an extraordinary gain of $12.4 million net of tax.

            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.

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.

                                       19

            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  secured  term loan  portion of the DIP
Credit Agreement  provided to the WPC Group. In addition,  at December 31, 2001,
WHX had  balances  due from WPSC  totaling  $8.4  million in the form of secured
advances and  liquidity  support.  There can be no assurance  that the WPC Group
will be able to repay these loans and advances in full.

                        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 beyond 2002;

                        o  The  WPC  Group  has  a  large  net  operating   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.  While such pension plan is fully
funded at December 31, 2001, there can be no assurance that the plan will remain
fully funded.  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; and (c)
events  triggering early  retirement  obligations such as plant shutdowns and/or
large scale hourly workforce  reductions resulting from the Bankruptcy Filing or
otherwise.  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.  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 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;

                        o WHX, H&H and Unimast 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; and

                        o The  respective  credit  agreements of H&H and Unimast
have certain  financial  covenants  that limit the amount of cash  distributions
that can be paid to WHX.

                                       20

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.  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  $127.2 million and $123.9 million at December 31, 2001
and 2000,  respectively.  The weighted-average  interest rates on the DIP Credit
Facility for revolving loans were 7.4% and 10.1% in 2001 and 2000, respectively.
Term loans under the DIP Credit Facility totaled $34.4 million and $35.1 million
at December 31, 2001 and 2000,  respectively.  At March 23,  2002,  availability
under the DIP Credit Facility was $4.6 million.  The DIP Credit Facility expires
on  the  earlier  of  November  17,  2002  or  the   completion  of  a  Plan  of
Reorganization.  WPC  intends  to have  completed  a Plan of  Reorganization  by
November 16, 2002. If a Plan of  Reorganization  is not  completed by then,  WPC
will pursue an extension of or a replacement of the current DIP Credit Facility.
There can be no guarantee that this will occur.

            Although the WPC Group expects to file a Plan of  Reorganization  at
an appropriate time in the future, there can be no assurance at this time that a
Plan of Reorganization will be proposed by the WPC Group,  approved or confirmed
by the Bankruptcy  Court, or that such plan will be  consummated.  The WPC Group
currently  has  the  exclusive  right  to  file a Plan  of  Reorganization.  The
exclusive  filing period has been extended most recently until April 25, 2002 by
the Bankruptcy Court at the WPC Group's request, and while the WPC Group intends
to request  extensions of the exclusivity  period if necessary,  there can be no
assurance  that the  Bankruptcy  Court  will  grant  future  extensions.  If the
exclusivity  period were to expire or be terminated,  other interested  parties,
such as creditors of the WPC Group, would have the right to propose  alternative
plans of reorganization.

            During the period January 1, 2001 through December 31, 2001, the WPC
Group  incurred  a net loss of $172.2  million,  which is not  reflected  in the
Company's December 31, 2001 consolidated results of operations.

            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,  on  November  17,  2000,   guaranteed  $30  million  of  the  WPC  Group's
debtor-in-possession  term loan.  Such guaranty was  terminated  effective as of
June 1, 2001 concurrently with WHX's purchase of a participation interest in the
Term Loan as discussed  above.  The  recognition  of the WPC Group's net loss of
$176.6 million, in the year 2000, has eliminated the investment's carrying value
of $136.8  million.  In November  of 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.

            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.

                                       21

            The  Settlement  Agreement  provided,  in part,  that the Settlement
Agreement  shall be  effective  upon  the  occurrence  of each of the  following
transactions, (i) the payment by WHX to WPC of $17 million; (ii) the exchange of
releases  between  the WPC Group and the WHX  Group;  (iii) WHX or its  designee
would  enter  into  a  binding   agreement   to  purchase   certain   assets  of
Pittsburgh-Canfield  Corporation ("PCC") for $15 million, plus the assumption of
certain trade payables,  subject to bidding  procedures as may be established by
the  Bankruptcy  Court,  and  certain  other  terms  and  conditions;  (iv)  the
termination  of the Tax Sharing  Agreements  between WHX and WPC;  (v) WHX would
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;  (vi) the DIP Credit  Agreement
shall have been amended as provided in the Settlement Agreement;  (vii) WPC Land
Corporation  shall  execute such  instruments  as may be necessary to effect the
transfer of title,  to WPSC, of certain  properties  specified in the Settlement
Agreement;  and (viii) the lenders party to the DIP Credit  Agreement shall have
consented  to the  transaction  described  in  the  Settlement  Agreement.  Such
transactions,    other   than   the    acquisition    of   certain   assets   of
Pittsburgh-Canfield  Corporation,  all occurred effective May 29, 2001. The sale
of certain assets of  Pittsburgh-Canfield  Corporation  closed on June 29, 2001.
The PCC  agreement  includes a one-year  repurchase  option for the seller.  The
repurchase price is $15 million plus the sum of  environmental  expenditures and
capital expenditures made by the Company. In addition, the repurchase price will
be adjusted for any changes in working capital.

               As a result of the total cash  payments of $32 million to the WPC
Group  by  WHX,  all  intercompany   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.

              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 secured  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
million of liquidity support referred to above,  during the period from February
1, 2002 through March 31, 2002, (the  conditions  were not met,  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 a
confirmed WPSC Chapter 11 plan of reorganization.  Through December 31, 2001 WHX
had advanced $5.0 million of the secured loans and up to $5.5 million of secured
financing.  At  December  31,  2001 the  outstanding  balance  of these  secured
advances was $5.0 million and $3.4 million of liquidity support.

            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 WHX 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  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 January  2002,  WPSC  finalized  a financial  support  plan which
included a $5 million loan from the state of West Virginia, a $7.2 loan from the
state of Ohio,  $10 million in advance by the Unimast  segment for future  steel
purchases,  a portion of which shall be  delivered  on or before March 31, 2002,
and additional wage and salary deferrals from WPSC union and salaried employees.

                                       22

            Management  of the  Company  cannot  at  this  time  determine  with
certainty  the  ultimate  outcome of the Chapter 11  proceedings;  however it is
possible that the following outcomes could result:

     o    The WPC Group could  reorganize,  and its  creditors  could  receive a
          portion of their claims in cash or in stock of WPC or WPSC.

     o    The WPC Group could be sold in its entirety or segments could be sold,
          and the  proceeds  from such  sale(s)  would be  utilized  to  satisfy
          creditor claims.

     o    The  creditors  could  assume  ownership  of the WPC Group or WPSC and
          continue to operate such businesses.

            In each of the above  possible  outcomes,  the WHX Group  would have
little or no future  ownership in or involvement with the WPC Group, and the WHX
Group future cash  obligations to or on behalf of the WPC Group would be minimal
to none (other than the $25.0 million pension  contribution  referred to above).
It is also  possible  that none of the above  outcomes  would  occur and the WPC
Group may shut down a number of their operations. According to WHX's preliminary
evaluation of potential  pension  obligations,  if a partial shutdown of the WPC
Group's  operations  were to occur in the immediate  future WHX's  liability for
early retirement  pension benefits could range from approximately $80 million to
$100 million.  It is also possible that the WPC Group could cease  operations in
their entirety and this liability would then be significantly greater.  However,
management does not believe this occurrence is likely. Under current pension law
and regulations  based on the WHX's analysis of the current funded status of the
pension  plan, if a partial  shutdown  were to occur after January 1, 2002,  the
cash funding obligations related to such partial shutdown would likely not begin
until 2003 and would extend over several  years.  Such cash funding  obligations
would have a material  adverse impact on the liquidity,  financial  position and
capital  resources  of WHX.  WHX's  funding  obligation  and the  impact  on its
liquidity,  financial  position  and capital  resources  could be  substantially
reduced or eliminated if (1) a partial shutdown,  if it occurs, were to occur at
such a time that the fair market value of the assets of the plan approximates or
exceeds the plan's liabilities (including the early retirement benefits),  (2) a
shutdown were to occur gradually over several years or (3) the number of the WPC
Group's  operations  shut down were less than those  assumed in  estimating  the
above-mentioned amounts.

            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 were 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. The total OPEB  Obligation  disclosed in the
Wheeling Pittsburgh Steel Corporation's December 31, 2001 Consolidated Financial
Statements amounted to $307.1 million.  WHX has estimated that approximately 85%
of employees and retirees  entitled to such OPEB  obligations are represented by
the USWA.

            WHX's contingent obligation 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.

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 businesses currently are: H&H, a diversified manufacturing company whose
strategic business segments  encompass,  precious metal plating and fabrication,
specialty wire and tubing,  and  engineered  materials;  and Unimast,  a leading
manufacturer  of steel framing and other products for commercial and residential
construction;  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)
                                                             ---------------   -----------------  ----------------
                                                                   2001               2000              1999
                                                             ---------------   -----------------  ----------------
Revenue

   H&H Precious Metal                                             $ 168,308           $ 237,426         $ 233,695
   H&H Wire & Tubing                                                133,621             158,008           158,948
   H&H Engineered Materials                                          74,333              73,412            75,696
   Unimast                                                          244,260             239,276           226,993
                                                             ---------------   -----------------  ----------------
           Sub total                                                620,522             708,122           695,332
   WPC Group                                                              -           1,050,590         1,117,744
                                                             ---------------   -----------------  ----------------
        Total segment revenue                                       620,522           1,758,712         1,813,076
   Intersegment revenue                                                   -             (13,253)          (48,377)
                                                             ---------------   -----------------  ----------------
           Consolidated revenue                                   $ 620,522         $ 1,745,459       $ 1,764,699
                                                             ===============   =================  ================

Segment operating income
   H&H Precious Metal                                               $ 7,982            $ 22,129          $ 22,747
   H&H Wire & Tubing                                                  3,407              13,862            15,737
   H&H Engineered Materials                                           6,285               7,698             9,413
   Unimast                                                           14,239              15,926            19,499
                                                             ---------------   -----------------  ----------------
           Sub total                                                 31,913              59,615            67,396
   WPC Group                                                              -             (50,035)          (17,052)
                                                             ---------------   -----------------  ----------------
                                                                     31,913               9,580            50,344
Unallocated corporate expenses                                       16,457               6,154             6,872
Goodwill amortization                                                 8,879               9,442             8,685
                                                             ---------------   -----------------  ----------------

    Operating income                                                  6,577              (6,016)           34,787

Interest expense                                                     48,905              86,222            87,851
Gain on sale of Wheeling Downs                                       88,517                   -                 -
Other income (expense)                                               10,604             (15,207)           30,800
                                                             ---------------   -----------------  ----------------

         Income (loss) before taxes and extraordinary item           56,793            (107,445)          (22,264)

Income tax expense (benefit)                                        (31,971)             73,600            (6,430)
                                                             ---------------   -----------------  ----------------

          Income (loss) before extraordinary item                    88,764            (181,045)          (15,834)

Extraordinary item-net of tax                                        12,357                   -               896
                                                             ---------------   -----------------  ----------------
          Net income (loss)                                       $ 101,121          $ (181,045)        $ (14,938)
                                                             ===============   =================  ================

                                       24

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  $620.5  million  compared  with $1.7  billion in
2000,  which  included WPC Group sales of $1.0 billion.  Excluding the WPC Group
sales,  net sales for 2001  declined  $87.6  million.  Sales  decreased by $69.1
million at the H&H Precious  Metal  Segment and $24.4  million at the H&H Wire &
Tubing Segment.  Sales increased by $0.9 million at the H&H Engineered Materials
Segment and $5.0 million at the Unimast Segment.

            Operating  income for 2001 was $6.6 million compared to an operating
loss of $6.0  million in 2000.  WPC Group  reported an  operating  loss of $50.0
million  in 2000.  Operating  income at the  remaining  four  reported  segments
declined  from  $59.6  million  in 2000 to $31.9  million  in 2001.  Unallocated
corporate expenses increased from $6.2 million to $16.5 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 $37.3 million to $48.9 million
from $86.2 million in 2000.  After excluding WPC Group interest of $34.1 million
in the 2000 period, interest expense decreased by $3.2 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.  Unimast interest expense
increased  by $0.1  million  from  $2.3  million  in 2000 to $2.4 in 2001 due to
increased  borrowings related to the purchase of certain assets of PCC offset by
lower interest rates.  The remaining $0.7 million decline in interest expense is
related  to the early  retirement  of $36.4  million  of 10 1/2 % Senior  Notes,
offset by increased amortization of consent fees.

            Other income was $10.6 million for 2001 compared to $15.2 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  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 has 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 as of March 21,  2002.  As a result of the
Senior Notes purchased and retired, in 2002 and 2001, cash interest expense will
be reduced by $12.5 million annually.

            In 2001, the effective tax rate,  excluding  extraordinary items, is
56.3%, which reflects a tax benefit of $32.0 million on $56.8 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.

            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.

            The extraordinary item of $19.0 million ($12.4 million after tax) in
2001  reflects  the gain on the early  retirement  of $36.4  million  of 10 1/2%
Senior Notes.

            Net income for 2001  amounted to $101.1  million or $3.21 income per
share of common stock after  adjusting for preferred stock dividends as compared
to a net loss of $181.0  million or $14.10 loss per 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:

                                       25

Handy & Harman 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.

            On January 20, 2002,  this segment's major plating  facility,  Sumco
Inc.,  located in  Indianapolis,  Indiana had severe fire damage that caused the
temporary  closure  of this  facility.  The  Company  believes  it has  adequate
insurance  for both the  physical  property  damage and  business  interruption.
Insurance  progress  payments of $1.0 million have been  received as of March 1,
2002. Partial resumption of operations occurred on February 11, 2002 and repairs
to the building,  its  infrastructure and replacement of machinery and equipment
are continuing.  Sumco Inc. will resume  complete  operations at the facility as
soon as reasonably possible.

Handy & Harman 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  segments
cable division.

Handy & Harman Engineered Materials
-----------------------------------

            Sales for the Engineered Materials Segment increased $0.9 million to
$74.3 million and operating income decreased $1.4 million to $6.3 million 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.

Unimast
-------

            On June 29, 2001,  WHX acquired  certain  assets of PCC from the WPC
Group.  The results of  operations  of PCC are  included in the Unimast  Segment
beginning  July 1, 2001.  Sales for the Unimast  Segment were $244.3  million in
2001  compared to $239.3  million in 2000,  an increase  of $5.0  million.  This
increase includes $11.9 million in sales for PCC.  Excluding PCC, sales declined
$6.9  million.  This  decline in sales  dollars  reflects  an  increase in sales
volume,  offset by a significant  reduction in selling prices.  Operating income
for this segment  declined  from $15.9 million in 2000 to $14.2 million in 2001.
PCC  contributed  $1.6  million  in  operating  income in 2001.  Excluding  PCC,
operating  income  declined by $3.3  million in 2001.  Despite  increased  sales
volumes,  manufacturing  efficiencies,  and lower raw material  costs  operating
income was adversely  affected by lower unit selling  prices.  In addition,  the
segment  recorded a $2.0  million  reserve  for bad debts in 2001  relating to a
chapter 11 bankruptcy filing of a major customer.

2000 COMPARED TO 1999

            The Bankruptcy Filing and the resultant deconsolidation of WPC as of
November  16, 2000 have  affected  comparisons  between  year 2000 and year 1999
results.

            Net sales for 2000  decreased  slightly to $1.75  billion from $1.77
billion in 1999.  Sales,  excluding  inter-segment  revenue,  decreased by $32.0
million at the WPC Group,  $0.9  million at the H&H Wire & Tubing  Segment,  and
$2.3 million at the H&H Engineered  Materials  Segment.  Sales increased by $3.7
million at the H&H  Precious  Metal  Segment  and $12.3  million at the  Unimast
Segment.

                                       26

            Operating  loss  for 2000 was $6.0  million  compared  to  operating
income of $34.8  million in 1999.  The WPC Group had an operating  loss of $50.0
million  in 2000  compared  to an  operating  loss of  $17.1  million  in  1999.
Operating income at the remaining four reportable  segments  declined from $67.4
million  in 1999 to  $59.6  million  in  2000.  Unallocated  corporate  expenses
declined from $6.9 million in 1999 to $6.2 million in 2000.

            Interest  expense  decreased  to $86.2  million  in 2000 from  $87.9
million in 1999.  H&H interest  expense  increased to $18.6 million in 2000 from
$17.8  million in 1999,  reflecting  higher  interest  rates in 2000 compared to
1999.  Unimast  interest  expense  increased  to $2.9  million in 2000 from $1.9
million  in 1999,  reflecting  increased  borrowings  in 2000 as well as  higher
interest rates. The WPC Group's  interest expense  decreased to $34.1 million in
the ten and a half-month  period of 2000 from $37.9  million in the year of 1999
due to the  disparate  period  comparison,  offset by increased  borrowings  and
higher rates under the Revolving  Credit  Facility,  as well as higher levels of
long term debt.

            Other  income  decreased  $46.0  million  to $15.2  million of other
expense in 2000,  compared to $30.8 million of other income in 1999.  The change
in other income  (expenses)  is due  primarily  to declines of $18.2  million in
value in the  Company's  investment  portfolio  of fixed income  securities  and
marketable  equity  securities  in 2000  compared to increases in value of $29.1
million in 1999.  H&H's other expenses  increased to $3.3 million in 2000 versus
$1 million in 1999 due to earnings of  investments  in affiliates  accounted for
under the equity  method of  accounting,  minority  interest  expense in a joint
venture,  increased  non-operating costs from the closure of a plating facility,
loss on the disposal of property, plant and equipment, the buy-out of a lease in
the   U.K.,    and   expenses    and    reserves    for   other    non-operating
facilities/businesses.  WHX Entertainment's  other income increased $3.9 million
to $10.7  million in 2000,  compared to $6.8  million in 1999.  The  increase is
attributable  to the 2000 expansion of the video lottery gaming  capacity at its
greyhound racetrack in West Virginia.  The WPC Group's other income decreased $3
million to $2.6 million  expense in the ten and a  half-month  period of 2000 as
compared to the year 1999. The decrease is due to lower equity income from joint
venture  operations,  lower royalty  income earned and increased  securitization
fees.

            The tax provision for 2000  increased $80 million to $73.6  million,
compared to the tax benefit for 1999 of $6.4  million.  The  increase in the tax
provision relates primarily to the WPC Group's non-cash charge of $133.8 million
to provide a valuation  reserve against  previously  recognized net deferred tax
assets as a result of the November 16, 2000 Bankruptcy Filing.

            Loss before  extraordinary  items in 2000  totaled  $181  million or
$14.10 loss per share of common  stock,  compared  to loss before  extraordinary
items in 1999 of $15.8  million or $2.30 loss per share of common  stock.  There
were no extraordinary items in 2000 as compared to $1.4 million ($.9 million net
of tax)  extraordinary  gain in  1999,  which  represents  the  discount  on the
purchase of $20.5 million aggregate  principal amount of 10 1/2% Senior Notes in
the open market.

            Net loss for 2000  totaled  $181 million or $14.10 loss per share of
common stock after adjusting for preferred stock dividends, as compared to a net
loss of $14.9 million,  or $2.24 loss per share of common stock after  adjusting
for preferred stock dividends in 1999.

            The comments that follow  compare  revenues and operating  income by
operating segment for the years ended 2000 and 1999:

Handy & Harman Precious Metal
-----------------------------

            Sales for the  Precious  Metal  Segment  increased  $3.7  million to
$237.4 million.  Precious Metal plating revenue gains due to automotive industry
demand  were offset by the  decline in the market  price of precious  metals and
also the closure of a brazing  sales office in the United  Kingdom in the latter
part of 1999.

            Operating income  decreased $0.6 million to $22.1 million.  Included
in 2000 is a LIFO loss on the sale of precious metal  amounting to $2.3 million,
a bad debt reserve of $1.0 million,  facility  closure costs of $0.8 million and
$1.0 million of legal costs  associated with the dissolution of a precious metal
plating  joint  venture.  1999  includes a $2.0 million  lower of cost or market
reserve on gold  inventory,  a LIFO gain of $2.7 million on the sale of precious
metal, favorable precious metal gains of $1.2 million and a restructuring charge
of $2.1 million  related to the Precious  Metals  Fabrication  Group.  Excluding
these one time unusual  charges and precious  metal gains and losses,  operating
income  increased $4.4 million  primarily due to increased  plating demands from
the computer and automotive industries.

                                       27

Handy & Harman Wire & Tubing
----------------------------

            Sales for the Wire & Tubing Segment decreased $0.9 million to $158.0
million and operating income  decreased $1.9 million to $13.9 million.  Included
in  operating  income for 2000 and 1999 are legal and  settlement  costs of $2.3
million and $0.6 million, respectively related to this segment's cable division.
Also  included in 1999 are  restructuring  costs of $0.5 million  related to the
closure of a wire facility in the United Kingdom.

Handy & Harman Engineered Materials
-----------------------------------

            Sales for the Engineered Materials Segment decreased $2.3 million to
$73.4 million and operating income decreased $1.7 million  primarily due to loss
of a major customer and costs related to the development of new products and new
materials.

Unimast
-------

            Sales  increased $12.3 million to $239.3 million in 2000 compared to
$227.0 million in 1999. The increase in sales was primarily related to growth in
the construction  market and the acquisition of Vinyl  Corporation in July 1999,
partially  offset by reduced selling prices.  Operating income declined to $15.9
million in 2000 from $19.5 million in 1999.  This decline was primarily  related
to lower sales prices and an unfavorable  product mix, partially offset by lower
material costs.

WPC Group
---------

            Net sales of the WPC Group  for the ten and a  half-month  period of
2000 totaled  $1.0  billion on shipments of 2.1 million tons of steel  products,
compared to $1.1  billion on  shipments  of 2.4  million  tons for the full year
1999.  The decrease in tons shipped is primarily  attributable  to the disparate
periods,  as well as a planned  outage of all aspects of its primary  operations
during the 2000 period.  Average sales per ton increased  $446.0 per ton shipped
to $487.0 per ton shipped  primarily due to a slight increase in steel prices, a
higher  value-added mix of products sold, and increased sales of coke during the
2000  period as compared  to the full year of 1999.  Operating  loss for the WPC
Group  increased  from a loss of $17.1  million in 1999 to $50.0 million for the
ten and a  half-month  period  of 2000.  This was  primarily  attributable  to a
significant  increase  in cost of  sales.  Cost of goods  sold for the WPC Group
increased  from  $395.0 per ton shipped in 1999 to $447.0 per ton shipped in the
ten and one half-month  period of 2000. The increase in operating  costs per ton
reflects lower  production  levels due to a planned outage of all of its primary
operations  during the 2000 period,  which resulted in less  absorption of fixed
costs.  The increase in operating costs of the WPC Group is due to a higher cost
sales  mix,  increased  raw  material  and  energy  costs and the cost of making
increased  volumes  of coke  sold in the open  market  as  compared  to the 1999
period.

LIQUIDITY AND CAPITAL RESOURCES

OVERVIEW

            Cash flows provided by (used in) operating,  investing and financing
activities for 2001 totaled ($14.2) million,  $52.1 million and ($34.9) 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  possible  pension  contribution
discussed  above 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,  used a net $64.6
million of funds in 2001 versus providing $94.5 million in 2000. Working capital
accounts  (excluding cash,  short-term  investments,  short-term  borrowings and
current  maturities of long term debt)  provided  $44.8 million of funds.  Other
current  assets  provided  $2.4  million.  Accounts  receivable  provided  $18.9
million,  inventories  provided  $36.8  million,  trade  payables  provided $0.4
million, and other current liabilities used $13.7 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.  During the period January 1, 2002 through March
21, 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.

                                       28

            In 2001, the Company  purchased and retired $36.4 million  aggregate
principal  amount of the Notes in the open market  resulting in an extraordinary
gain of  $12.4  million  net of tax,  and a use of cash of $15.9  million.  As a
result of the 2001 purchases and an additional $82.5 million aggregate principal
purchased  through March 21, 2002,  future cash interest expense will be reduced
by $12.5 million annually.

            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,  2001,  WHX had balances due from WPSC
totaling  $8.4 million in the form of secured  advances and  liquidity  support.
There can be no assurances  that the WPC Group will be able to repay these loans
and advances in full.

            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,  that the Settlement
Agreement  shall be  effective  upon  the  occurrence  of each of the  following
transactions, (i) the payment by WHX to WPC of $17 million; (ii) the exchange of
releases  between  the WPC Group and the WHX  Group;  (iii) WHX or its  designee
would  enter  into  a  binding   agreement   to  purchase   certain   assets  of
Pittsburgh-Canfield  Corporation ("PCC") for $15 million, plus the assumption of
certain trade payables,  subject to bidding  procedures as may be established by
the  Bankruptcy  Court,  and  certain  other  terms  and  conditions;  (iv)  the
termination  of the Tax Sharing  Agreements  between WHX and WPC;  (v) WHX would
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;  (vi) the DIP Credit  Agreement
shall have been amended as provided in the Settlement Agreement;  (vii) WPC Land
Corporation  shall  execute such  instruments  as may be necessary to effect the
transfer of title,  to WPSC, of certain  properties  specified in the Settlement
Agreement;  and (viii) the lenders party to the DIP Credit  Agreement shall have
consented  to the  transaction  described  in  the  Settlement  Agreement.  Such
transactions,    other   than   the    acquisition    of   certain   assets   of
Pittsburgh-Canfield  Corporation,  all occurred effective May 29, 2001. The sale
of certain assets of  Pittsburgh-Canfield  Corporation  closed on June 29, 2001.
The PCC  agreement  includes a one-year  repurchase  option for the seller.  The
repurchase price is $15 million plus the sum of  environmental  expenditures and
capital expenditures made by the Company. In addition, the repurchase price will
be adjusted for any changes in working capital.

           As a result of the total  cash  payments  of $32  million  to the WPC
Group  by  WHX,  all  intercompany   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.

            In 2001, $15.2 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
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.

                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  respective  credit  agreements  of H&H and  Unimast  have  certain
financial covenants that limit the amount of cash distributions that can be paid
to WHX.

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

                                       29

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  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.  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  Secured
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, 2001 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 secured 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 2001, H&H received capital contributions of $6.3
million  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, 2001, H&H was in compliance with all covenants. Borrowings outstanding under
the H&H  Facilities  at December 31, 2001  totaled  $168.2  million.  Letters of
credit  outstanding  under the H&H Facilities were $14.7 million at December 31,
2001.  Total funds  available under the H&H Facilities at December 31, 2001 were
$28.3 million. The Bankruptcy Filing of the WPC Group is not an event of default
under the H&H Facilities.

         On June  1,  2000,  Unimast  entered  into a loan  agreement  with  the
Will-Kankakee  Regional  Development  Authority  to issue $6.1 million of Series
2000 Industrial Development Bonds ("Bonds"). The Bonds are 30-year variable rate
bonds (set on a weekly  basis) with the  current  rate set at 4%. The Bonds were
issued to finance  the cost of capital  projects  for  Unimast,  specifically  a
150,000  square foot  facility in Joliet,  Illinois and related  equipment.  The
Bonds are tax-exempt for federal income tax purposes and are secured by a direct
pay letter of credit issued by Citibank,  N.A. The Bankruptcy  Filing of the WPC
Group is not an event of default under the Bonds.

           On  November  24,  1998,  Unimast  entered  into a  Revolving  Credit
Agreement  ("Unimast RCA") with Bank One, as lender and agent,  and Citicorp USA
Inc.,  as lender and  collateral  agent.  The Unimast RCA was amended in 2001 to
include  PCC.  The  Unimast  RCA is for general  corporate  purposes,  including
working  capital  needs and capital  expenditures  up to $55  million  with a $3
million  sub-limit  for  letters of credit  ("LC").  The  Unimast RCA expires on
November  24,  2003.  Interest  rates  are based on either  Bank  One's  current
corporate  base rate or a  Eurodollar  rate plus 1.5%.  Each of these  rates can
fluctuate  based  upon  performance.  An  aggregate  commitment  fee of .375% is
charged  on the  unused  portion.  The  letter  of  credit  fees  are .75% for a
commercial LC and 1.5% for a standby LC. The commitment fees and the LC fees are
all performance based.  Borrowings are secured primarily by 100% of the eligible
inventory,  accounts receivable,  and fixed assets of Unimast, its subsidiaries,
and PCC.  The terms of the  Unimast RCA contain  various  restrictive  covenants
limiting dividend payments,  major acquisitions or other distribution of assets,
as defined in the Unimast RCA. Unimast must maintain certain financial covenants
associated with leverage,  net worth, capital spending and interest coverage. At
December 31, 2001,  Unimast was in  compliance  with all  covenants.  Borrowings
outstanding  against the Unimast RCA at December 31, 2001 totaled $26.9 million.
Letters of credit  outstanding  under the Unimast RCA  totaled  $6.1  million at
December 31, 2001.  Total funds  available under the Unimast RCA at December 31,
2001 were $13.9 million.  The Bankruptcy Filing of the WPC Group is not an event
of default under the Unimast RCA.

                                       30

            As described  above the Handy & Harman and Unimast  loan  agreements
contain  provisions  restricting  cash payments to WHX. The agreements allow the
payment of management  fees,  income taxes  pursuant to tax sharing  agreements,
loan repayments and related  interest,  and certain other expenses.  In addition
dividends  may be paid under  certain  conditions.  At December 31, 2001 the net
assets of these subsidiaries  amounted to $329.9 million, of which approximately
$0.6 million was not restricted as to the payment of dividends to WHX.

            As of December 31,  2001,  the WHX Group had  consolidated  cash and
short-term investments, net of related investment borrowings, of $141.8 million,
as compared to $74.1  million at December  31,  2000.  The  increase in cash and
short term  investments  in 2001 includes $105 million in proceeds from the sale
of Wheeling Downs, offset by the payment of WHX term loan interest in the amount
of  $28.2  million  and the  payment  of  $15.9  million  for the  purchase  and
retirement of $36.4 million  principal  amount of 10 1/2 % Senior Notes.  During
the period January 1, 2002 through March 21, 2002, WHX utilized $50.6 million of
these funds to purchase  $82.5 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  marketing  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 Facilities and
funds generated from  operations.  The WHX Group believes that such sources will
provide  the WHX Group for the next  twelve  months  with the funds  required to
satisfy working capital and capital expenditure requirements.  External factors,
such as economic conditions,  could materially affect the WHX Group's results of
operations and financial condition.

            As of  December  31,  2001,  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          2002           2003 - 2004       2005 - 2006    Thereafter
----------------------------------------------------------------------------------------------------------
Long Term Debt           $ 456,509     $ 12,400           $ 88,460         $ 355,649             -
Operating Leases          $ 38,276      $ 5,997           $ 10,532          $ 10,152      $ 11,595
----------------------------------------------------------------------------------------------------------

            At  December  31,  2001  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 is
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 satisfy
certain conditions set forth in the Indenture.  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,  following  April  1,  2002,  upon  the  non-payment  of the
Preferred Stock Dividend, the holders of the Preferred Stock will have the right
to elect two directors to the Company's Board of Directors. At December 31, 2001
the Company has accrued $24.5 million for dividends in arrears.

            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
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, 2001,  2,700,000  ounces of
silver and 8,600 ounces of gold were leased to the Company under the Consignment
Facility.

                                       31

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  used by the WPC  Group's  operating,  investing  and
financing  activities  for the twelve  months  ended  December 31, 2001 was $7.9
million.  Working capital accounts  (excluding cash,  short-term  borrowings and
current maturities of long term debt) provided $66.0 million of funds.  Accounts
receivable  decreased by $21.2 million.  Inventories,  valued principally by the
LIFO method for financial reporting purposes, totaled $173.1 million at December
31, 2001, a decrease of $36.7  million from  December 31, 2000.  Trade  payables
increased by $7.3 million.

            In 2001,  $5.0 million was spent on capital  improvements  including
$0.8 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.

            On November  17, 2000,  members of the WPC Group  entered into a DIP
Credit  Agreement  to provide  borrowings  of up to $290  million  to  refinance
certain  pre-petition  obligations of the WPC Group,  to provide working capital
for the WPC Group and for  other  general  corporate  purposes.  The DIP  Credit
Agreement  includes  (1) a $35 million  senior  secured term loan of which $34.4
million  was  outstanding  at December  31,  2001.  and (2) a  Revolving  Credit
Facility, as amended, of up to $175 million, based on available collateral.  The
DIP Credit Agreement  includes a $25 million sublimit for letters of credit. The
DIP Credit  Agreement  is  secured  by  substantially  all of the  existing  and
after-acquired assets, property and rights of the WPC Group (including,  but not
limited  to,  cash,   inventory,   accounts  receivable,   general  intangibles,
equipment,  intellectual  property,  equity  investments,  owned real estate and
leaseholds),  and the  obligations  thereunder are entitled to a  super-priority
administrative claim in the Chapter 11 cases. The DIP Credit Facility expires on
the earlier of November 17, 2002 or the completion of a Plan of  Reorganization.
WPC intends to have completed a Plan of  Reorganization by November 16, 2002. If
a Plan of  Reorganization is not completed by then, WPC will pursue an extension
of or a  replacement  of  the  current  DIP  Credit  Facility.  There  can be no
guarantee that this will occur. Revolving credit interest rates are based on the
Citibank  Base Rate plus 2.25% and/or  Eurodollar  rate plus 3%. The margin over
the prime  rate and the  Eurodollar  rate  fluctuates  based  upon  availability
levels.  The Term Loan interest rates are 13% payable in cash plus 3% payable in
cash or in kind.  Borrowings  outstanding  under  the DIP  Credit  Agreement  at
December  31, 2001  included  the $34.4  million  term loan,  $127.2  million in
revolving credit borrowings and approximately $2.8 million of letters of credit.
Borrowings  under the DIP Credit  Agreement  were used to repay all  obligations
under the WPSC Receivables  Facility,  amounting to approximately  $105 million,
and to repay all obligations  under WPSC's Revolving Credit Facility,  amounting
to  approximately  $84.7 million.  Upon  repayment,  the WPSC  Revolving  Credit
Facility and the Receivables  Facility were  terminated.  In connection with the
Bankruptcy  Filing,  WHX had  guaranteed $30 million of the term loan portion of
the DIP Credit Agreement.WHX  subsequently purchased a $30 million participation
in the Term Loan instead of the guaranty.

            At March 23, 2002,  availability  under the DIP Credit  Facility was
$4.6 million.

            In  October  2001,  WHX agreed to  provide  short-term  loans in the
amount  of $5.0  million  and up to $5.0  million  of  other  liquidity  support
contingent  upon  completion  of a MLA which would  provide for  temporary  wage
reductions,   staff  reductions,   the  elimination  of  gainsharing  and  other
obligations  and long-term  changes to health  benefits that would  dramatically
reduce on-going costs. The MLA became effective October 31, 2001.

            In  January  2002,WPSC  finalized  a  financial  support  plan which
included a $5 million loan from the state of West Virginia, a $7.2 loan from the
state of Ohio,  $10 million in advance by the Unimast  segment for future  steel
purchases,  a portion of which shall be  delivered  on or before March 31, 2002,
and additional wage and salary deferrals from WPSC union and salaried employees.

                                       32

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.  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  2 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,
2001 and 2000 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.

Inventories

            Inventories  are  stated  at the  lower of cost or  market.  Cost is
determined by the last-in first-out  ("LIFO") method for the Unimast segment and
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.

Intangibles and Amortization

            The excess of  purchase  price over net assets  acquired in business
combinations  ("goodwill") is amortized on the straight-line  method for periods
ranging  from 15 to 40 years.  Purchased  patents  are stated at cost,  which is
amortized over the respective remaining lives of the patents.

            The  Company  uses  estimated  future  undiscounted  cash flows when
evaluating  the  recoverability  of the  unamortized  balance of  goodwill.  The
recoverability  of goodwill will be impacted if estimated  future operating cash
flows are not achieved.

            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 will adopt the  provisions  of SFAS 142
effective  January 1, 2002. As a result of the adoption of SFAS 142, the Company
will record a $44.0 million non-cash  goodwill  impairment charge related to the
H&H Wire Group in the first  quarter  of 2002.  This  charge  will be shown as a
cumulative  effect of an  accounting  change.  The Company is taking this charge
because this Group's cash flow  performance  over the last several years has not
met  expectations.  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,  and improving economic conditions.  However, based on
current cash flow  projections,  it is estimated that such improved  performance
will not be sufficient to recover all of this Group's recorded goodwill.

                                       33

NEW ACCOUNTING STANDARDS

            In June  1998,  the  Financial  Accounting  Standards  Board  issued
Statement of Financial  Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging  Activities" ("SFAS 133"). This  pronouncement  requires
all  derivative  instruments  to be reported at fair value on the balance sheet;
depending on the nature of the derivative instrument, changes in fair value will
be  recognized  either in net income or as an element of  comprehensive  income.
SFAS 133 is  effective  for fiscal  years  beginning  after June 15,  2000.  The
adoption of the standard on January 1, 2001 did not have a significant impact on
the reported results of operations or financial position.

            In December 1999, the  Securities  and Exchange  Commission  ("SEC")
issued Staff Accounting  Bulletin No. 101 ("SAB 101"),  "Revenue  Recognition in
Financial Statements", as amended by SAB 101A and SAB 101B, which summarizes the
SEC staff's  interpretations of generally accepted accounting principles related
to revenue  recognition and  classification.  The  interpretation did not have a
significant  impact on the  consolidated  results  of  operations  or  financial
position and related disclosure requirements.

            In July 2001, FASB issues 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 will
be 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 be will 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 will adopt the provisions of SFAS 142 effective  January
1, 2002.  As a result of the  adoption of SFAS 142,  the Company will not record
amortization expense of approximately $8.9 million for existing goodwill for the
year ending December 31, 2002. The Company recorded amortization expense on this
goodwill through December 31, 2001.  However,  any intangible assets acquired or
goodwill  arising from  transactions  after June 30, 2001 will be subject to the
amortization  and  non-amortization  provisions  of SFAS 141 and SFAS  142.  The
Company will record a $44.0 million non-cash goodwill  impairment charge related
to the H&H Wire Group in the first quarter of 2002. This charge will be shown as
a cumulative effect of an accounting  change.  The Company is taking this charge
because  this  Group's  performance  over the  last  several  years  has not met
expectations.  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,  and improving economic conditions.  However, based on
current cash flow  projections,  it is estimated that such improved  performance
will not be sufficient to recover all of this Group's recorded goodwill.

             In August 2001, the FASB issued Statement No. 143,  "Accounting for
Asset Retirement  Obligation",  ("SFAS 143").  SFAS 143 requires that obligation
associated with the retirement of a tangible  long-lived asset to 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 WHX's financial statements.

            In October 2001, the FASB issued Statement No. 144,  "Accounting for
the  Impairment  or Disposal  of  Long-Lived  Assets",  ("SFAS  144").  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

                                       34

an entity that have either been disposed of or classified as held for sale.  WHX
will adopt the  provisions of SFAS 144 as of the beginning of fiscal 2002.  Such
adoption  is not  expected  to have a  significant  effect  on  WHX's  financial
statements.

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.

  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,  2001,  the WHX Group held $9.5  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 2001 a hypothetical  10% decrease in the value of the equity trading
securities would have resulted in a $1.0 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 5 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, 2001, the Company's  investment  portfolio  included
fixed  income  securities  totaling  $235.2  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 2001, the Company recognized  realized and unrealized losses
totaling $11.5 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 5 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,  2001,  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

                                       35

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.

            The Company has  entered  into  interest  rate swap  agreements  for
certain of its  variable-rate  debt. The swap agreements cover a notional amount
of $15.0 million and convert $15.0  million of its  variable-rate  debt to fixed
rate.  The  weighted-average  fixed rate is 4.93%,  with a  termination  date of
November 23, 2003.

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.

                                       36

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, 2001 and 2000,  and the results of their  operations
and their cash flows for each of the three  years in the period  ended  December
31, 2001, 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,  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.  The
bankruptcy  filing  has given  rise to a number  of  uncertainties  relating  to
environmental   obligations,   pension   and  other  post   retirement   benefit
obligations.

PricewaterhouseCoopers LLP
New York, New York
February 22, 2002

                                       37

WHX CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
                                                                           YEAR ENDED DECEMBER 31,
                                                               ----------------------------------------------
                                                                     2001             2000            1999
                                                               ----------------------------------------------
                                                                 (IN THOUSANDS EXCEPT PER SHARE)
REVENUES:
Net sales                                                        $ 620,522       $ 1,745,459      $ 1,764,699
COST AND EXPENSES:
Cost of products sold, excluding depreciation                      505,657         1,510,325        1,487,441
Depreciation and amortization                                       28,906            98,777          104,856
Selling, administrative and general expense                         79,382           142,373          137,615
                                                               ------------   ---------------   --------------
                                                                   613,945         1,751,475        1,729,912
Operating income (loss)                                              6,577            (6,016)          34,787
Interest expense on debt                                            48,905            86,222           87,851
Gain on sale on interest in Wheeling-Downs                          88,517                 -                -
Other income (expense)                                              10,604           (15,207)          30,800
                                                               ------------   ---------------   --------------
INCOME (LOSS)  BEFORE TAXES AND EXTRAORDINARY
   ITEMS                                                            56,793          (107,445)         (22,264)
Tax provision (benefit)                                            (31,971)           73,600           (6,430)
                                                               ------------   ---------------   --------------
Income (loss)  before extraordinary items                           88,764          (181,045)         (15,834)
Extraordinary items-net of tax                                      12,357                 -              896
                                                               ------------   ---------------   --------------
NET INCOME (LOSS)                                                  101,121          (181,045)         (14,938)
Dividend requirement for preferred stock                            19,329            20,607           20,608
                                                               ------------   ---------------   --------------
Net income (loss)  available to common stock                      $ 81,792        $ (201,652)       $ (35,546)
                                                               ============   ===============   ==============
BASIC INCOME (LOSS) PER SHARE OF COMMON STOCK
Income (loss)  before extraordinary item                            $ 4.63          $ (14.10)         $ (2.30)
Extraordinary item-net of tax                                         0.82                 -             0.06
                                                               ------------   ---------------   --------------
Net income (loss)  per share                                        $ 5.45          $ (14.10)         $ (2.24)
                                                               ============   ===============   ==============
INCOME (LOSS) PER SHARE OF COMMON STOCK
 -- ASSUMING DILUTION
Income (loss)  before extraordinary item                            $ 2.82          $ (14.10)         $ (2.30)
Extraordinary item-net of tax                                         0.39                 -             0.06
                                                               ------------   ---------------   --------------
NET INCOME (LOSS)  PER SHARE--ASSUMING DILUTION                     $ 3.21          $ (14.10)         $ (2.24)
                                                               ============   ===============   ==============

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       38

WHX CORPORATION
CONSOLIDATED BALANCE SHEETS                                                      YEAR ENDED DECEMBER 31,
                                                                       -----------------------------------------
                                                                              2001                   2000
                                                                       -----------------       -----------------
                                                                                     (IN THOUSANDS)
                                   ASSETS
Current assets:
Cash and cash equivalents                                                       $ 7,875                 $ 4,837
Short term investments                                                          244,883                  69,319
Trade receivables, less allowance for doubtful accounts
   of $3,763 and $1,399                                                          67,721                  83,929
Inventories                                                                     114,835                 150,269
Prepaid expenses and deferred charges                                             9,042                  11,472
Due from WPC                                                                          -                  20,878
                                                                       -----------------       -----------------
    Total current assets                                                        444,356                 340,704
Advances to WPC                                                                   8,369                       -
Note receivable - WPC                                                            31,005                       -
Restricted cash                                                                       -                  33,000
Investment in associated companies                                                4,080                  18,229
Property, plant and equipment, at cost less
   accumulated depreciation and amortization                                    171,024                 173,790
Intangibles, net of amortization                                                274,131                 282,821
Prepaid pension asset                                                            33,294                  37,755
Deferred charges and other assets                                                18,764                  27,217
                                                                       -----------------       -----------------
                                                                              $ 985,023               $ 913,516
                                                                       =================       =================

                                   LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Trade payables                                                                 $ 47,042                $ 46,417
Accrued liabilities                                                              23,951                  32,273
Short-term debt                                                                 110,946                   6,000
Payroll and employee benefits                                                     3,241                   6,511
Federal, state and local taxes                                                    1,241                   1,362
Deferred income taxes - current                                                   8,982                  18,562
Due to WPC                                                                            -                  31,952
Long-term debt due in one year                                                    2,150                     929
                                                                       -----------------       -----------------
    Total current liabilities                                                   197,553                 144,006
Long-term debt                                                                  454,359                 504,983
Deferred income taxes - non current                                               3,435                  21,289
Other employee benefit liabilities                                                8,309                   8,404
Loss in  excess of investment in WPC                                             39,374                  39,783
Other liabilities                                                                25,569                  17,409
                                                                       -----------------       -----------------
                                                                                728,599                 735,874
                                                                       -----------------       -----------------
Redeemable common stock - 245 shares                                                  -                   2,646
                                                                       -----------------       -----------------

Stockholders' Equity:
Preferred stock - $.10 par value; authorized 10,000
   shares; issued and outstanding: 5,571 and 5,883 shares                           557                     589
Common stock -  $.01 par value; authorized 60,000
   shares; issued and outstanding: 16,070 and 14,590 shares                         161                     146
Accumulated other comprehensive income (loss)                                    (2,268)                 (1,501)
Additional paid-in capital                                                      555,899                 555,479
Accumulated earnings  (deficit)                                                (297,925)               (379,717)
                                                                       -----------------       -----------------
                                                                                256,424                 174,996
                                                                       -----------------       -----------------
                                                                              $ 985,023               $ 913,516
                                                                       =================       =================

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       39

WHX CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
                                                                                         YEAR ENDED DECEMBER 31,
                                                                                  -------------------------------------
                                                                                      2001        2000          1999
                                                                                  ----------- -------------  ----------
                                                                                             (IN THOUSANDS)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                                                 $ 101,121    $(181,045)   $ (14,938)
Items not affecting cash from operating activities:
  Depreciation and amortization                                                      33,179      101,539      104,856
  Other postretirement benefits                                                         108       (7,871)      (8,065)
  Extraordinary items, net of tax                                                   (12,358)        --           (896)
  Deferred income taxes                                                             (34,088)      70,643       (9,264)
  (Gain) loss on asset dispositions                                                      97          (65)         408
  Gain on sale of interest in Wheeling Downs                                        (88,517)        --           --
  Pension expense                                                                     4,461        2,090        4,341
  Equity loss (income)  in affiliated companies                                      (2,016)      (4,086)      (4,343)
Decrease (increase) in working capital elements,
  net of effect of acquisitions:
      Trade receivables                                                              18,919        4,383      (47,427)
      Trade receivables sold                                                           --          5,000        5,000
       Inventories                                                                   36,778       57,376       26,214
       Short term investments-trading                                              (175,564)     590,037       51,638
       Investment account borrowings                                                110,946     (495,542)       8,040
       Other current assets                                                           2,430       (9,253)      (3,406)
       Other current liabilities                                                    (13,281)      50,944       46,600
  Other items-net                                                                     3,576       17,606        5,098
                                                                                  ---------    ---------    ---------
Net cash provided by (used in) operating activities                                 (14,209)     201,756      163,856
                                                                                  ---------    ---------    ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Guarantee of WPC DIP Term Note                                                       --        (33,000)        --
  Release of restricted cash  (DIP)                                                  33,000         --           --
  Note receivable - WPC                                                             (30,453)        --           --
  Advance to WPC                                                                     (8,369)        --           --
  Settlement Agreement - WPC                                                        (32,000)        --           --
  Purchase of note receivable                                                          --         (5,000)        --
  Plant additions and improvements                                                  (15,200)    (128,544)    (104,035)
  Short term investments-available for sale                                            --         (1,450)     (14,971)
  Vinyl Corp acquisition, net of cash acquired                                         --           --        (12,827)
  Other investments                                                                    --            131        3,212
  Proceeds from sale of interest in Wheeling Downs                                  105,000         --           --
  Proceeds from sales of assets                                                         165        5,421       11,222
  Dividends from affiliated companies                                                  --          3,750        5,594
                                                                                  ---------    ---------    ---------
Net cash provided by (used in) investing activities                                  52,143     (158,692)    (111,805)
                                                                                  ---------    ---------    ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Long-term debt proceeds                                                           48,381         --           --
   Long-term debt retirement                                                        (83,259)      (4,519)     (44,438)
   Letter of credit collateralization                                                  --           --          8,229
   Short-term borrowings (payments)                                                    --          4,791       31,906
   Common stock purchases                                                              --           --        (30,591)
   Consent solicitation fees                                                           --         (8,538)        --
   Preferred stock dividends                                                           --        (20,607)     (20,608)
   Redemption of equity issues                                                          (18)        (686)        (209)
   Dividends on minority interest in consolidated subsidiaries                         --         (1,731)      (1,569)
                                                                                  ---------    ---------    ---------
Net cash used in financing activities                                               (34,896)     (31,290)     (57,280)
                                                                                  ---------    ---------    ---------
INCREASE (DECREASE)  IN CASH AND CASH EQUIVALENTS                                     3,038       11,774       (5,229)
Cash and cash equivalents at beginning of year                                        4,837       10,775       16,004
Effect of deconsolidation of Wheeling-Pittsburgh Corporation                           --        (17,712)        --
                                                                                  ---------    ---------    ---------
CASH AND CASH EQUIVALENTS AT END OF YEAR                                          $   7,875    $   4,837    $  10,775
                                                                                  =========    =========    =========

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       40

WHX CORPORATION
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY AND COMPREHENSIVE INCOME
(Dollars and shares in thousands)
For the Years Ended December 31,                                  2001                        2000                        1999
                                                      -------------------------------------------------------------------------
                                                          SHARES     AMOUNT        SHARES     AMOUNT        SHARES     AMOUNT
                                                      -------------------------------------------------------------------------
Common Stock
Balance at the beginning of year                         14,590        $ 146      14,145        $ 141      17,545        $ 175
  401(k) contribution                                       266            3         440            5         182            2
  Retirement of treasury shares                               -            -           -            -      (3,594)         (36)
  Conversion of preferred shares                            974           10           -            -           -            -
  Stock options excercised                                    -            -           -            -          11            -
  EIP shares                                                240            2           5            -           1            -
                                                      -------------------------------------------------------------------------
Balance at the end of year                               16,070          161      14,590          146      14,145          141
                                                      -------------------------------------------------------------------------

PREFERRED STOCK
Balance at the beginning of year                          5,883          589       5,883          589       5,883          589
  Conversion to common shares                              (312)         (32)          -            -           -            -
                                                      -------------------------------------------------------------------------
Balance at the end of year                                5,571          557       5,883          589       5,883          589
                                                      -------------------------------------------------------------------------

ACCUMULATED OTHER COMPREHENSIVE
            INCOME (LOSS)
Balance at beginning of year                                          (1,501)                     945                    5,472
Current period change                                                   (767)                  (2,446)                  (4,527)
                                                                -------------            -------------            -------------
Balance at end of year                                                (2,268)                  (1,501)                     945
                                                                -------------            -------------            -------------

RETAINED EARNINGS
Balance at beginning of year                                        (379,717)                (178,065)                (142,519)
Net earnings (loss)                                                  101,121                 (181,045)                 (14,938)
Dividends for preferred stockholders                                 (19,329)                 (20,607)                 (20,608)
                                                                -------------            -------------            -------------
Balance at end of year                                              (297,925)              (379,717)                  (178,065)
                                                                -------------            -------------            -------------

TREASURY STOCK
Balance at beginning of year                                               -                        -                        -
Purchased                                                                  -                        -      (3,594)     (30,591)
Retirement                                                                 -                        -       3,594        30,591
                                                                -------------            -------------            -------------
Balance at end of year                                                     -                        -                            -
                                                                -------------            -------------            -------------

CAPITAL IN EXCESS OF PAR VALUE
Balance at beginning of year                                         555,479                  553,861                  582,795
EIP shares sold                                                            -                       76                       10
Stock options exercised                                                    -                        -                       78
401(k) contribution                                                      399                    1,542                    1,533
Preferred stock conversion                                                21                        -                        -
Retirement of treasury stock                                               -                        -                  (30,555)
                                                                -------------            -------------            -------------
Balance at end of year                                               555,899                  555,479                  553,861
                                                                -------------            -------------            -------------

TOTAL STOCKHOLDER'S EQUITY                                         $ 256,424                $ 174,996                $ 377,471
                                                                =============            =============            =============

NET EARNINGS (LOSS)                                                $ 101,121                $(181,045)               $ (14,938)
OTHER COMPREHENSIVE INCOME (LOSS)
Foreign currency translation adjustment                                 (767)                    (997)                    (588)
Unrealized gains (losses) on securities:
  Unrealized holding gains (losses)                                        -                 (13,614)                      5,220
  Tax benefit (expense)                                                    -                     4,765                    (1,827)
  Less: reclassification of gains to net earnings                          -                   11,383                  (11,280)
  Tax benefit (expense)                                                    -                   (3,984)                   3,948
                                                                -------------            -------------            -------------

COMPREHENSIVE INCOME (LOSS)                                        $ 100,354                $(183,492)               $ (19,465)
                                                                =============            =============            =============

    SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       41

                   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
("the WPC Group") filed  petitions  seeking  reorganization  under Chapter 11 of
Title 11 of the United States  Bankruptcy  Code. (See Note 2 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, 2001 and 2000 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.

             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  businesses  currently  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  Unimast  Incorporated   ("Unimast"),   a  leading
manufacturer  of steel framing and other products for commercial and residential
construction.  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," and the Company and its subsidiaries  other than the WPC Group
shall be referred to herein as the "WHX Group."

             (See Note 15 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.  Redeemable common stock is recorded at the estimated  redemption amount
that is considered to  approximate  fair value.  See Note 8 to the  Consolidated
Financial Statements for a description of fair value of debt instruments.

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 the Unimast segment and
precious metal inventories.  H&H's non-precious metals inventories are stated at
the  lower  of  cost
                                       42

(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 excess of  purchase  price over net assets  acquired in business
combinations  ("goodwill") is amortized on the straight-line  method for periods
ranging  from 15 to 40 years.  At December  31, 2001 and 2000  Goodwill,  net of
accumulated  amortization,  amounted  to  $272.4  million  and $ 281.5  million,
respectively.  Purchased patents are stated at cost, which is amortized over the
respective remaining lives of the patents.

            The  Company  uses  estimated  future  undiscounted  cash flows when
evaluating  the  recoverability  of the  unamortized  balance of  goodwill.  The
recoverability  of goodwill will be impacted if estimated  future operating cash
flows are not achieved.

STOCK-BASED COMPENSATION

            Pursuant to the  provisions  of Statement  of  Financial  Accounting
Standards No. 123 ("SFAS 123")  "Accounting for Stock-Based  Compensation,"  the
Company  accounts  for  employee   stock-based   compensation  under  Accounting
Principle Board No. 25, "Accounting for Stock Issued to Employees."

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.

RECLASSIFICATIONS

            Certain  reclassifications  have been made to prior year balances to
conform to current year presentation.

IMPACT OF  NEW ACCOUNTING STANDARDS

            In June  1998,  the  Financial  Accounting  Standards  Board  issued
Statement of Financial  Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging  Activities" ("SFAS 133"). This  pronouncement  requires
all  derivative

                                       43

instruments to be reported at fair value on the balance sheet;  depending on the
nature of the  derivative  instrument,  changes in fair value will be recognized
either in net income or as an element of comprehensive income. Effective January
1, 2001, the Company  adopted SFAS 133 and such adoption did not have a material
effect in the Company's financial statements.

            In July 2001, FASB issues 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 will
be 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 be will 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 will adopt the provisions of SFAS 142 effective  January
1, 2002.  As a result of the  adoption of SFAS 142,  the Company will not record
amortization expense of approximately $8.9 million for existing goodwill for the
year ending December 31, 2002. The Company recorded amortization expense on this
goodwill through December 31, 2001.  However,  any intangible assets acquired or
goodwill  arising from  transactions  after June 30, 2001 will be subject to the
amortization  and  non-amortization  provisions  of SFAS 141 and SFAS  142.  The
Company will record a $44.0 million non-cash goodwill  impairment charge related
to the H&H Wire Group in the first quarter of 2002. This charge will be shown as
a cumulative effect of an accounting  change.  The Company is taking this charge
because  this  Group's  performance  over the  last  several  years  has not met
expectations.  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,  and improving economic conditions.  However, based on
current cash flow  projections,  it is estimated that such improved  performance
will not be sufficient to recover all of this Group's recorded goodwill.

            In August 2001, the FASB issued  Statement No. 143,  "Accounting for
Asset Retirement  Obligations," ("SFAS 143"). SFAS 143 requires that obligations
associated with the retirement of a tangible  long-lived asset to 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  value  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  statements  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 WHX's financial statements.

            In October 2001, the FASB issued Statement No. 144,  "Accounting for
the  Impairment  or Disposal  of  Long-Lived  Assets,"  ("SFAS  144").  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 will adopt the
provisions of SFAS 144 as of the beginning of fiscal 2002.  Such adoption is not
expected to have a significant effect on WHX's financial statements.

NOTE 2 - 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 its customers.

                                       44

            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.  In January  2002,  the WPC Group  requested  and
received a reduction in the  revolving  loans,  swing loans and letter of credit
accommodations  to a  maximum  aggregate  amount  of  up  to  $175  million.  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  $127.2 million and $123.9
million  at  December  31,  2001 and 2000,  respectively.  The  weighted-average
interest  rates on the DIP Credit  Facility  for  revolving  loans were 7.4% and
10.1% in 2001 and 2000,  respectively.  Term loans under the DIP Credit Facility
totaled  $34.4  million  and  $35.1  million  at  December  31,  2001 and  2000,
respectively.  At March 23, 2002, availability under the DIP Credit Facility was
$4.6  million.  The DIP Credit  Facility  expires on the earlier of November 17,
2002  or the  completion  of a Plan  of  Reorganization.  WPC  intends  to  have
completed  a  Plan  of  Reorganization  by  November  16,  2002.  If a  Plan  of
Reorganization  is not  completed by then,  WPC will pursue an extension of or a
replacement of the current DIP Credit  Facility.  There can be no guarantee that
this will occur.

            Although the WPC Group expects to file a Plan of  Reorganization  at
an appropriate time in the future, there can be no assurance at this time that a
Plan of Reorganization will be proposed by the WPC Group,  approved or confirmed
by the Bankruptcy  Court, or that such plan will be  consummated.  The WPC Group
currently  has  the  exclusive  right  to  file a Plan  of  Reorganization.  The
exclusive  filing period has been extended most recently until April 25, 2002 by
the Bankruptcy Court at the WPC Group's request, and while the WPC Group intends
to request  extensions of the exclusivity  period if necessary,  there can be no
assurance  that the  Bankruptcy  Court  will  grant  future  extensions.  If the
exclusivity  period were to expire or be terminated,  other interested  parties,
such as creditors of the WPC Group, would have the right to propose  alternative
plans of reorganization.

            During the period January 1, 2001 through December 31, 2001, the WPC
Group  incurred  a net loss of $172.2  million,  which is not  reflected  in the
Company's December 31, 2001 consolidated results of operations.

            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,  on  November  17,  2000,   guaranteed  $30  million  of  the  WPC  Group's
debtor-in-possession  term loan.  Such guaranty was  terminated  effective as of
June 1, 2001 concurrently with WHX's purchase of a participation interest in the
Term Loan as discussed  above.  The  recognition  of the WPC Group's net loss of
$176.6 million, in the year 2000, has eliminated the investment's carrying value
of $136.8  million.  In November  of 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.

            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 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,  that the Settlement
Agreement  would be  effective  upon  the  occurrence  of each of the  following
transactions, (i) the payment by WHX to WPC of $17 million; (ii) the exchange of
releases between the WPC Group and the WHX Group;  (iii) a binding  agreement by
WHX to purchase certain assets of  Pittsburgh-Canfield  Corporation  ("PCC") for
$15 million,  plus the assumption of certain trade payables,  subject to certain
other terms and conditions;  (iv) the termination of the Tax Sharing  Agreements
between WHX and WPC;  (v) the  delivery by WHX of an  agreement to the WPC Group
whereby WHX 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;
(vi) the  amendment of the DIP Credit  Agreement  as provided in the  Settlement
Agreement;  (vii) the execution by WPC Land  Corporation of such

                                       45

instruments  as may be necessary to effect the  transfer of title,  to WPSC,  of
certain properties  specified in the Settlement reement;  and (viii) the consent
by the lenders party to the DIP Credit Agreement to the  transactions  described
in the Settlement  Agreement.  Such transactions,  other than the acquisition of
certain assets of  Pittsburgh-Canfield  Corporation,  all occurred effective May
29, 2001. The sale of certain assets of  Pittsburgh-Canfield  Corporation closed
on June 29, 2001. The PCC agreement  includes a one-year  repurchase  option for
the seller.  The repurchase  price is $15 million plus the sum of  environmental
expenditures  and capital  expenditures  made by the Company.  In addition,  the
repurchase price will be adjusted for any changes in working capital.

            As a result of the total  cash  payments  of $32  million to the WPC
Group  by  WHX,  all  intercompany   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.

            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 $5.0 million of liquidity  support  (part of which
consists of secured  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
million of liquidity support referred to above,  during the period from February
1, 2002 through March 31, 2002, (the  conditions  were not met,  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 a
confirmed WPSC

Chapter 11 plan of  reorganization.  Through  December 31, 2001 WHX had advanced
$5.0 million of the secured  loans and up to $5.5 million of secured  financing.
At December 31, 2001 the outstanding  balance of these secured advances was $5.0
million and $3.4 million of liquidity support.

            The October Order also approved a Supplemental  Agreement  among the
members of the WPC Group and the Company,  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 Company's pension plan.

            Additionally,  the October Order  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  deferrals in wages and
certain  changes in medical  benefits in exchange  for  improvements  in 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 January  2002,  WPSC  finalized  a financial  support  plan which
included a $5 million loan from the state of West Virginia,  a $7.2 million loan
from the state of Ohio, $10 million in advance by the Unimast segment for future
steel  purchases,  a portion of which shall be  delivered on or before March 31,
2002,  and  additional  wage and salary  deferrals  from WPSC union and salaried
employees.

            Management  of the  Company  cannot  at  this  time  determine  with
certainty  the  ultimate  outcome of the Chapter 11  proceedings;  however it is
possible that the following outcomes could result:

            o   The WPC Group could reorganize,  and its creditors could receive
                a portion of their claims in cash or in stock of WPC or WPSC.

            o   The WPC Group could be sold in its entirety or segments could be
                sold,  and the proceeds  from such sale(s)  would be utilized to
                satisfy creditor claims.

            o   The  creditors  could assume  ownership of the WPC Group or WPSC
                and continue to operate such businesses.

                                       46

             In each of the above  possible  outcomes,  the WHX Group would have
little or no future  ownership in or involvement with the WPC Group, and the WHX
Group future cash  obligations to or on behalf of the WPC Group would be minimal
to none (other than the $25.0 million pension  contribution  referred to above).
It is also  possible  that none of the above  outcomes  would  occur and the WPC
Group may shut down a number of their  operations.  According  to the  Company's
preliminary  evaluation of potential pension obligations,  if a partial shutdown
of the WPC  Group's  operations  were to occur  in the  immediate  future  WHX's
liability for early retirement  pension benefits could range from  approximately
$80 million to $100 million.  It is also possible that the WPC Group could cease
operations  in their  entirety and this  liability  would then be  significantly
greater.  However,  management does not believe this occurrence is likely. Under
current  pension  law and  regulations  based on the  Company's  analysis of the
current  funded status of the pension plan, if a partial  shutdown were to occur
after  January 1, 2002,  the cash  funding  obligations  related to such partial
shutdown  would likely not begin until 2003 and would extend over several years.
Such cash  funding  obligations  would  have a  material  adverse  impact on the
liquidity,  financial  position  and  capital  resources  of  the  Company.  The
Company's  funding  obligation  and  the  impact  on  the  Company's  liquidity,
financial  position  and capital  resources  could be  substantially  reduced or
eliminated if (1) a partial shutdown, if it occurs, were to occur at such a time
that the fair market value of the assets of the plan approximates or exceeds the
plan's  liabilities  (including the early retirement  benefits),  (2) a shutdown
were to occur  gradually over several years or (3) the number of the WPC Group's
operations   shut  down  were  less  than  those  assumed  in   estimating   the
above-mentioned amounts.

            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 were 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. The total OPEB  Obligation  disclosed in the
Wheeling Pittsburgh Steel Corporation's December 31, 2001 Consolidated Financial
Statements amounted to $307.1 million.

WHX has estimated that  approximately  85% of employees and retirees entitled to
such OPEB obligations are represented by the USWA.

            WHX's contingent obligation 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.

NOTE 3 - PENSIONS, OTHER POSTRETIREMENT AND POSTEMPLOYMENT 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   domestic  pension  and  health  care  benefit  and
significant  defined  contribution  plans are  discussed  below.  The  Company's
foreign  plans  and  other  defined   contribution  plans  are  not  significant
individually or in the aggregate.

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

                                       47

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 $137.2 million
at December 31, 2001. 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 can not
be utilized to fund any of the defined  benefit  plan's  benefit  obligation  at
December 31, 2001.

            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.

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

                                                   2001           2000
                                              -------------- --------------
                                                     (IN THOUSANDS)

Benefit obligation at January 1                   $ 304,485      $ 289,741
Service cost                                          6,142          5,511
Interest cost                                        22,447         21,869
Actuarial (gain)/loss                                10,332          5,542
Benefits paid                                       (25,771)       (24,993)
Plan amendments - implementation                     (6,594)           990
Transfers from DC plans                               3,052          5,825
                                              -------------- --------------
Benefit obligation at December 31                 $ 314,093      $ 304,485
                                              ============== ==============

                                       48

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

                                                   2001           2000
                                              -------------- --------------
                                                     (IN THOUSANDS)

Fair value of plan assets at January 1            $ 315,631      $ 307,612
Actual returns on plan assets                        18,865         27,188
Benefits paid                                       (25,771)       (24,993)
Transfers from DC plans                               3,052          5,825
                                              -------------- --------------
                                                  $ 311,777      $ 315,632
                                              ============== ==============

Funded status                                      $ (2,316)      $ 11,146
Unrecognized prior service cost                      45,758         58,953
Unrecognized actuarial (gain)/loss                  (10,148)       (32,347)
                                              -------------- --------------
Net amount recognized                              $ 33,294       $ 37,752
                                              ============== ==============

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

                                                     2001            2000             1999
                                                ------------- ----------------- ----------------
                                                               (IN THOUSANDS)

Service cost                                         $ 6,142           $ 5,511          $ 6,573
Interest cost                                         22,447            21,869           20,073
Expected return on plan assets                       (30,386)          (29,729)         (28,994)
Amortization of prior service cost                     6,601             6,556            6,509
Recognized actuarial (gain)/loss                        (343)           (1,623)               -
                                                ------------- ----------------- ----------------
                                                     $ 4,461           $ 2,584          $ 4,161
                                                ============= ================= ================

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

                                                     2001              2000             1999
                                                ---------------- ----------------- ----------------

Discount rate                                          7.25%             7.75%            8.00%
Expected return on assets                             10.00%            10.00%           10.00%
Rate of compensation increase                          4.00%             4.00%            4.00%

                                       49

The following table presents the amounts recognized in the Consolidated  Balance
Sheet for the pension plan with  accumulated  benefit  obligations  in excess of
plan assets:

                                               2001          2000
                                            -----------   -----------
                                                 (IN THOUSANDS)

Projected benefit obligation                    $ (953)       $ (955)
Fair value of assets                                 -             -
                                            -----------   -----------
Funded status                                     (953)         (955)
Unrecognized prior service cost                    168           183
Unrecognized loss                                   24           130
                                            -----------   -----------
                                                $ (761)       $ (642)
                                            ===========   ===========

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 and
the year ending December 31, 1999 were $1.1 million for each period.

            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
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  $597,000,  $529,000 and $520,000 for the years ending
2001, 2000 and 1999, respectively.

            The  number of  shares of the  Company's  common  stock  held by the
401(k) plans was 1,122,747;  882,867 and 452,769 at December 31, 2001,  2000 and
1999, respectively.

            Substantially  all of  the  salaried  and  hourly  employees  of the
Company's  Unimast  subsidiary  participate in a 401(k) Incentive  Savings Plan.
Unimast  provides a matching  contribution of 50% of each  employee's  voluntary
contribution up to 6% of the employee's salary.  Additionally,  Unimast may make
an  annual  discretionary  contribution  of up to  2% of an  employee's  salary.
Contributions  charged to operations for this plan were  $901,000,  $781,000 and
$698,000 for the years ending December 31, 2001, 2000 and 1999, respectively.

OTHER POSTRETIREMENT BENEFITS

            Certain  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").

                                       50

                                                2001                2000
                                           --------------     ----------------
                                                      (IN THOUSANDS)
APBO at January 1,                               $ 7,987            $ 277,170
Service cost                                          26                2,344
Interest cost                                        530               17,754
Actuarial (gain) loss                               (575)               4,042
Plan amendments                                        -                  428
Benefits paid                                       (908)             (17,862)
APBO of WPC plan on November 16, 2000                  -             (275,889)
                                           --------------     ----------------
                                           --------------     ----------------
APBO at December 31,                             $ 7,060              $ 7,987
                                           ==============     ================

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 2
to the Consolidated Financial Statements.

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

                                                            2001                 2000
                                                      --------------        --------------
                                                                 (IN THOUSANDS)
Funded status                                              $ (7,060)           $ (283,876)
Unrecognized prior service cost (credit)                        251               (28,793)
Unrecognized actuarial gain                                    (739)              (81,828)
Funded status of WPC at November 16, 2000                         -               386,736
                                                      --------------        --------------
Net amount recognized                                      $ (7,548)             $ (7,761)
                                                      ==============        ==============

The following table presents the components of net periodic benefit cost

                                                            2001                 2000 (A)                 1999
                                                      --------------        ----------------       ----------------
                                                                             (IN THOUSANDS)
Service cost                                                   $ 26                 $ 1,855                $ 2,650
Interest cost                                                   530                  17,753                 19,396
Expected return on plan assets                                    -                       -                     (6)
Amortization of prior service cost                              178                  (3,428)                (3,309)
Amortization of net (gain)                                      (39)                      -                      -
Recognized acturial gain                                          -                  (6,282)                (3,918)
                                                      --------------        ----------------       ----------------
Net periodic benefit cost                                     $ 695                 $ 9,898               $ 14,813
                                                      ==============        ================       ================

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

                                       51

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

                                                           2001                2000                1999
                                                     -----------------   ------------------   ----------------
Discount rate                                             7.25%                7.75%               8.00%
Expected return on assets                                            -                    -        8.00%
Health care cost trend rate                               8.00%                9.00%               8.00%

                  The health  care cost trend rate  assumed to be 8% in 2001 and
gradually decreasing to 5% by the year 2004 and remain at that level thereafter.

NOTE 4 - INCOME TAXES
                                                                 YEAR ENDED DECEMBER 31,
                                                           2001                2000                1999
                                                      ----------------   ------------------   ----------------
                                                                (IN THOUSANDS)
INCOME TAXES BEFORE EXTRAORDINARY ITEMS
Current
                  Federal tax provision (benefit)                 $ -                  $ -              $ (96)
                  State tax provision                             885                2,521              3,055
                  Foreign tax provision (benefit)                 771                  436               (125)
                                                      ----------------   ------------------   ----------------
                        Total income taxes current              1,656                2,957              2,834
                                                      ----------------   ------------------   ----------------
Deferred
                  Federal tax provision (benefit)             (33,627)              70,643             (9,264)
                  State tax provision                               -                    -                  -
                                                      ----------------   ------------------   ----------------
Income tax provision (benefit)                              $ (31,971)            $ 73,600           $ (6,430)
                                                      ================   ==================   ================

TOTAL INCOME TAXES
Current
                  Federal tax provision (benefit)                 $ -                  $ -              $ (96)
                  State tax provision                             885                2,521              3,055
                  Foreign tax provision (benefit)                 771                  436               (125)
                                                      ----------------   ------------------   ----------------
                                                                1,656                2,957              2,834
                                                      ----------------   ------------------   ----------------
Deferred
                  Federal tax provision (benefit)             (26,973)              70,643             (8,782)
                  State tax provision                               -                    -                  -
                                                      ----------------   ------------------   ----------------
Income tax provision (benefit)                              $ (25,317)            $ 73,600           $ (5,948)
                                                      ================   ==================   ================

COMPONENTS OF TOTAL INCOME TAXES
Operations                                                  $ (31,971)            $ 73,600           $ (6,430)
Extraordinary items                                             6,654                    -                482
                                                      ----------------   ------------------   ----------------
Income tax provision (benefit)                              $ (25,317)            $ 73,600           $ (5,948)
                                                      ================   ==================   ================

            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,  and in 2000  includes  the amounts  relating to WPC. As a
result of the  deconsolidation  of WPC as of November 16, 2000, the deferred tax
assets,  liabilities and valuation allowance relating to WPC are not recorded in
the consolidated balance sheet.

                                       52

DEFERRED INCOME TAX SOURCES
                                                                                2001                       2000
                                                                          ------------------         ------------------
                                                                                         (IN MILLIONS)

ASSETS
Postretirement and postemployment employee benefits                                   $ 2.7                    $ 139.0
Operating loss carryforwards                                                           24.7                      153.2
Minimum tax credit carryforwards (indefinite carryforward)                              0.8                       18.9
Provision for expenses and losses                                                         -                       21.4
Leasing activities                                                                        -                       18.1
State income taxes                                                                        -                        1.3
Miscellaneous other                                                                     1.0                        4.8
                                                                          ------------------         ------------------
       Subtotal                                                                        29.2                      356.7
                                                                          ------------------         ------------------
Less:  Amount relating to WPC                                                             -                     (341.6)
                                                                          ------------------         ------------------
Deferred Tax Assets                                                                  $ 29.2                     $ 15.1
                                                                          ==================         ==================

LIABILITIES
Property plant and equipment                                                        $ (15.5)                  $ (151.5)
Inventory                                                                              (9.0)                     (53.1)
Pension                                                                               (11.7)                     (13.2)
State income taxes                                                                     (3.0)                      (3.8)
Miscellaneous other                                                                       -                       (2.7)
                                                                          ------------------         ------------------
       Subtotal                                                                       (39.2)                    (224.3)
                                                                          ------------------         ------------------
Less:  Amount relating to WPC                                                             -                      171.3
                                                                          ------------------         ------------------
Deferred Tax Liability                                                                (39.2)                     (53.0)
                                                                          ------------------         ------------------

Valuation Allowance                                                                    (2.4)                    (172.2)
                                                                          ------------------         ------------------
Less: Amount relating to WPC                                                              -                      170.3
                                                                          ------------------         ------------------
Valuation Allowance                                                                    (2.4)                      (1.9)
                                                                          ------------------         ------------------

NET DEFERRED INCOME TAX ASSET (LIABILITY)                                           $ (12.4)                   $ (39.8)
                                                                          ==================         ==================

            As a  result  of  the  Settlement  Agreement  (See  Note  2  to  the
Consolidated   Financial   Statements)  with  the  WPC  Group  and  the  related
termination  of the Tax Sharing  Agreement,  the Company is able to  recognize a
benefit from net operating  losses of $13.6 million which were previously  fully
reserved.  Net operating loss carryforwards of the WPC Group amounting to $413.2
million are not reflected in the above table as of December 31, 2001.

            The WPC Group, for tax return purposes, is consolidated with WHX and
its other  subsidiaries.  At December  31, 2001,  WHX has $476.9  million of net
operating  tax loss  carryforwards  of which $413.2  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  2002 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 can not 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.

            During 1999, the valuation  allowance  decreased $3.2 million due to
the  expiration  of tax credit  carryovers  and a change in  judgment  about the
realizability of net operating losses in future periods.

            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.

                                       53

            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 2001,
2000 and 1999 were $0.9 million $3.3 million, and $3.5 million, respectively.

            Federal  tax returns  have been  examined  by the  Internal  Revenue
Service  ("IRS")  through 1997. The statute of limitations has expired for years
through 1997.  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:

                                                                            YEAR ENDED DECEMBER 31,
                                                         ---------------------------------------------------------------
                                                                 2001                  2000                 1999
                                                         ---------------------------------------------------------------
                                                          (IN THOUSANDS)

Income (loss)  before taxes and extraordinary item                $ 56,793             $ (107,455)            $ (22,264)
                                                         ==================  =====================  ====================
Tax provision (benefit)  at statutory rate                        $ 19,878              $ (37,605)             $ (7,792)
Increase (decrease)  in tax due to:
         Percentage depletion                                            -                   (201)                 (530)
         Equity earnings                                               (89)                (1,525)               (1,300)
         Goodwill amortization                                       2,289                  2,530                 2,375
         Other permanent differences                                 1,339                      -                     -
         State income tax net of federal effect                        575                  1,639                 1,986
         Change in valuation allowance                                 500                133,823                (3,246)
         Net effect of foreign tax rate                                101                   (582)                  624
         Benefit of current year losses of
           non-consolidated subsidiary (WPC)                       (44,388)                     -                     -
         Recognition of NOLs available due to
            termination of WPC Tax Sharing Agreement               (13,642)                     -                     -
         Adjustment of prior year's tax                                  -                (25,288)                  575
         Other                                                       1,466                    809                   878
                                                         ------------------  ---------------------  --------------------
Tax provision (benefit)                                          $ (31,971)              $ 73,600              $ (6,430)
                                                         ==================  =====================  ====================

                                       54

NOTE 5 -  SHORT TERM INVESTMENTS

The composition of the Company's short-term investments are as follows:
                                                                                 YEAR ENDED DECEMBER 31,
                                                                        ------------------------------------
                                                                              2001                 2000
                                                                        ---------------      ---------------
                                                                         (IN THOUSANDS)

Trading Securities:
               U. S. Treasury Securities                                     $ 130,235                   $ -
               Reverse Repurchase Agreement                                    105,000                45,479
               Equities                                                          9,540                21,876
               Other                                                               108                 1,964
                                                                        ---------------      ----------------
                                                                             $ 244,883              $ 69,319
                                                                        ===============      ================

             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 2001 and 2000 were a loss of
$12.3 million and $24.3 million, respectively. At December 2001, the Company had
short-term  margin  borrowings  of $110.9  million,  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.

NOTE 6 - INVENTORIES
                                                                                     YEAR ENDED DECEMBER 31,
                                                                          -----------------------------------------
                                                                                 2001                   2000
                                                                          ----------------         ----------------
                                                                                        (IN THOUSANDS)

Finished products                                                                $ 27,327                 $ 29,255
In-process                                                                         19,457                   24,566
Raw materials                                                                      33,011                   36,453
Fine and fabricated precious metal in various stages of completion                 36,027                   61,671
                                                                          ----------------         ----------------
                                                                                  115,822                  151,945
LIFO reserve                                                                         (987)                  (1,676)
                                                                          ----------------         ----------------
                                                                                $ 114,835                $ 150,269
                                                                          ================         ================

               During 2001,  2000 and 1999,  certain  inventory  quantities were
reduced,  resulting in  liquidations  of LIFO  inventories,  the effect of which
increased  (decreased) income by approximately,  $(0.4) million,  $(1.2) million
and $2.1 million in 2001, 2000 and 1999, respectively.  The operating income for
2001 and 1999  includes a non-cash  charge  resulting  from the lower of cost or
market  adjustment to precious metal  inventories in the amount of $3.3 and $2.0
million in 2001 and 1999, respectively.

               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, 2001,
2,700,000  ounces of silver and 8,600  ounces of gold were leased to the Company
under the Consignment Facility. The weighted-average consignment rates under the
Consignment Facility for gold were 2.9% at December 31, 2001 and for silver 5.9%
and 2.1%,  per annum at December 31, 2001 and 2000,  respectively,  based on the
market value of the related leased precious metal.

                                       55

              The  following  table  summarizes  customer,  supplier  and leased
precious metal quantities:

                                                                                YEAR ENDED DECEMBER 31
                                                                       ----------------------------------------
                                                                              2001                 2000
                                                                       -------------------   ------------------
   Silver ounces:
     Customer metal                                                             1,382,000              853,000
     Net suppliers                                                                      -              476,000
     Leased                                                                     2,700,000            2,000,000
                                                                       -------------------   ------------------
           Total                                                                4,082,000            3,329,000
                                                                       ===================   ==================

   Gold ounces:
     Customer metal                                                                 4,200                7,500
     Leased                                                                         8,600                    -
                                                                       -------------------   ------------------
           Total                                                                   12,800                7,500
                                                                       ===================   ==================

   Palladium ounces:
     Customer metal                                                                 1,414                  217
                                                                       ===================   ==================

Supplemental inventory information:
                                                                                  YEAR ENDED DECEMBER 31
                                                                       ----------------------------------------
                                                                              2001                 2000
                                                                       -------------------   ------------------
                                                                             (IN THOUSANDS, EXCEPT PER OUNCE)

Precious metals stated at LIFO cost                                              $ 33,739             $ 57,643
Market value per ounce:
   Silver                                                                         $ 4.650              $ 4.595
   Gold                                                                          $ 276.50             $ 270.80
   Palladium                                                                     $ 440.00             $ 970.00

NOTE 7 - PROPERTY, PLANT AND EQUIPMENT

                                                                               YEAR ENDED DECEMBER 31
                                                                       ----------------------------------------
                                                                              2001                 2000
                                                                       -------------------   ------------------
                                                                                   (IN THOUSANDS)

Land                                                                             $ 18,923             $ 18,667
Buildings, machinery and equipment                                                218,956              196,032
Construction in progress                                                            2,752                9,539
                                                                       -------------------   ------------------
                                                                                  240,631              224,238
Accumulated depreciation and amortization                                          69,607               50,448
                                                                       -------------------   ------------------
                                                                                $ 171,024            $ 173,790
                                                                       ===================   ==================

Depreciation  expense for the years 2001,  2000, and 1999 was $20.1,  $89.1, and
$96.0 million, respectively.

                                       56

NOTE 8 - LONG-TERM DEBT
                                                                  YEAR ENDED DECEMBER 31
                                                             --------------------------------
                                                                    2001             2000
                                                             --------------   ---------------
(in thousands)

Senior Notes due 2005, 10 1/2%                                   $ 245,059         $ 281,490
Handy & Harman Senior Secured Credit Facility                      168,155           192,793
Unimast Revolving Credit Agreement                                  26,900            21,000
Other                                                               16,395            16,629
                                                             --------------   ---------------
                                                                   456,509           511,912
Less portion due within one year                                     2,150             6,929
                                                             --------------   ---------------
Total long-term debt                                             $ 454,359         $ 504,983
                                                             ==============   ===============

            The fair value of  long-term  debt at December 31, 2001 and 2000 was
$329,379 and $403,500,  respectively.  Fair value of long-term debt is estimated
based on trading in the public market.

            Long-term  debt  maturing  in  each of the  next  five  years  is as
follows:  2002, $12,400;  2003, $44,200;  2004, $44,260;  2005, $270,059;  2006,
$85,590. The Company's revolving credit facilities gives the Company the ability
to classify current  portions of long-term debt and other short-term  borrowings
amounting  to $10,250 and $9,595 as  long-term  debt as of December 31, 2001 and
December 31, 2000, respectively.

            A summary of the financial agreements at December 31, 2001 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 the first quarter of 1999, the Company  purchased and retired
$20.5  million  aggregate  principal  amount  of the  Notes in the  open  market
resulting in an extraordinary gain of $0.9 million net of tax.

            During the second quarter of 2001, the Company purchased and retired
$36.4  million  aggregate  principal  amount  of the  Notes in the  open  market
resulting in an extraordinary gain of $12.4 million net of tax.

            During  the period  January  1, 2002  through  March 21,  2002,  WHX
purchased and retired $82.5 million  aggregate  principal amount of Senior Notes
in the open market for $50.6 million, as of March 21, 2002.

            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

                                       57

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.  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.

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,  2001 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
secured  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 2001, H&H received capital contributions of $6.3 million
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, 2001,
H&H was in compliance with all covenants.  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, 2001 totaled $168.2
million.  Letters  of credit  outstanding  under the  facilities  totaled  $14.7
million at December 31, 2001.

UNIMAST REVOLVING CREDIT AGREEMENT

            On November 24, 1998, Unimast Incorporated  ("Unimast") entered into
a Revolving  Credit  Agreement  ("RCA") with Bank One, as lender and agent,  and
Citicorp USA Inc., as lender and collateral  agent.  The Unimast RCA was amended
in 2001 to include PCC.  The RCA is for general  corporate  purposes,  including
working  capital  needs and capital  expenditures  up to $55  million  with a $3
million sub-limit for letters of credit ("LC").  The RCA expires on November 24,
2003.  Interest rates are based on either Bank One's current corporate base rate
or a Eurodollar  rate plus 1.50%.  Each of these rates can fluctuate  based upon
performance.  An  aggregate  commitment  fee of .375% is  charged  on the unused
portion. The letter of credit fees are 0.75% for a commercial LC and 1.50% for a
standby LC. The commitment fees and the LC fees are all performance based.

            Unimast,  in connection with the Settlement  Agreement  discussed in
Note 2, borrowed $15 million under the RCA for the purchase of PCC.

            Borrowings are secured primarily by 100% of the eligible  inventory,
accounts receivable, and fixed assets of Unimast and its subsidiaries,  and PCC.
The terms of the RCA contain various  restrictive  covenants  limiting  dividend
payments,  major acquisitions or other distribution of assets, as defined in the
RCA. Certain financial covenants  associated with leverage,  net worth,  capital
spending and interest coverage must be maintained. At December 31, 2001, Unimast
was in compliance with all covenants.  Borrowings outstanding against the RCA at
December 31, 2001 totaled $26.9 million. Letters of credit outstanding under the
RCA totaled $6.1 million at December 31, 2001.

RESTRICTED NET ASSETS OF SUBSIDIARIES

            As described  above the Handy & Harman and Unimast  loan  agreements
contain  provisions  restricting  cash payments to WHX. The agreements allow the
payment of management  fees,  income taxes  pursuant to tax sharing  agreements,
loan repayments and related  interest,  and certain other expenses.  In addition
dividends  may be paid under  certain  conditions.  At

                                       58

December  31,  2001 the net  assets  of these  subsidiaries  amounted  to $329.9
million,  of which  approximately  $0.6  million  was not  restricted  as to the
payment of dividends to WHX.

INTEREST COST

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

                                                   2001               2000              1999
                                             --------------      ---------------    --------------
                                             (IN THOUSANDS)

Aggregate interest expense                        $ 48,905             $ 91,175          $ 90,885
Less: Capitalized interest                               -                4,953             3,034
                                             --------------      ---------------    --------------
Interest expense                                  $ 48,905             $ 86,222          $ 87,851
                                             ==============      ===============    ==============
Interest paid                                     $ 45,751             $ 77,813          $ 89,006
                                             ==============      ===============    ==============

NOTE 9 - STOCKHOLDERS' EQUITY

            The authorized capital stock of WHX consists of 60,000,000 shares of
Common Stock,  $.01 par value, of which 16,071,007 shares were outstanding as of
December 31, 2001, and 10,000,000  shares of Preferred Stock, $.10 par value, of
which  2,614,226  shares of Series A Convertible  Preferred  Stock and 2,956,700
shares of Series B Convertible  Preferred Stock were  outstanding as of December
31, 2001. In 1999,  the Company  purchased  3,594,300  shares of Common Stock in
open market purchases. No additional shares were purchased during 2001 or 2000.

SERIES A 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  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.  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. The Company has accrued $10.6 million representing dividends in
arrears at December 31, 2001.

            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
3.1686 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 2001 and 1999,  293,599 and 175 shares  respectively  were
converted into Common Stock. There were no conversions in 2000.

SERIES B CONVERTIBLE PREFERRED STOCK

            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  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.  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.  The  Company  has  accrued  $13.9  million
representing dividends in arrears at December 31, 2001.

                                       59

            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
2.4510 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 2001, 18,400 shares were converted into Common Stock. There
were no conversions in 2000 and 1999.

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.  The ESOP held  approximately  218,000  shares  of  Common  Stock of WHX at
December 31, 2001.

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 1,500,000  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 3,750,000 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

                                       60

"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.

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 400,000  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 400,000 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 1,000,000 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  1,000,000 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         OPTION PRICE        WEIGHTED AVERAGE
                             PLAN              PLAN            GRANT            PLAN             RANGE             OPTION PRICE
                       --------------   ----------------  --------------  ---------------  ------------------ ---------------------

Balance 01/01/99           2,364,037            511,666       2,000,000                -                           $      12.277
   Granted                   484,500             25,000               -                -    $7.625-$12.4375        $       9.192
   Cancelled                (108,610)                 -               -                -     $8.75-$14.625         $      13.580
   Exercised                 (10,650)                 -               -                -      $7.25-$8.75          $       7.342
                       --------------   ----------------  --------------  ---------------
Balance 12/31/99           2,729,277            536,666       2,000,000                -                           $      12.010
   Granted                   250,000             25,000               -                -     $6.85-$6.875          $       6.873
   Cancelled                (131,441)                 -               -                -     $8.75-$14.625         $      11.690
                       --------------   ----------------  --------------  ---------------
Balance 12/31/00           2,847,836            561,666       2,000,000                -                           $      11.910
   Granted                         -                  -               -        1,385,000         $1.63             $        1.63
   Cancelled                (313,179)                 -               -          (30,000)    $1.63-$16.625         $      13.209
                       --------------   ----------------  --------------  ---------------
Balance 12/31/01           2,534,657            561,666       2,000,000        1,355,000                           $       9.534
                       ==============   ================  ==============  ===============

            Options  outstanding  at December 31, 2001,  which are  exercisable,
totaled  5,245,656 and have a weighted  average option price of $10.96.  Options
outstanding  at December 31, 2001 had a  weighted-average  remaining life of 5.8
years.

                                       61

            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 2001, 2000 or 1999. Had
the Company elected to account for stock-based  compensation under the provision
of SFAS No.  123  during  2001,  the  effect on net  income  would  have been an
additional  expense of $1.6 million,  net of related  income tax benefit of $0.8
million or $0.16 and $.08 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 income tax benefit of $1.2 million, or $.22 per share of common stock
after  deduction of preferred  stock  dividends,  on a basic and diluted  basis.
During 1999,  the effect on net income would have been an additional  expense of
$2.9  million,  net of related tax benefit of $1.6 million or $0.18 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 following  weighted-average
assumptions were used in the Black-Scholes  calculation:  expected volatility of
69.7% in 2001, 40.6% in 2000 and 53.2% in 1999;  risk-free interest rate of 4.8%
in  2001,  6.7% in 2000  and 6.6% in 1999,  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 2000 and 1999,  the
conversion of preferred stock,  redeemable  common stock and exercise of options
and warrants would have had an anti-dilutive  effect.  A  reconciliation  of the
income and shares used in the computation follows:

                                                                                YEAR ENDED DECEMBER 31, 2001
                                                                            INCOME           SHARES        PER-SHARE
                                                                         (NUMERATOR)     (DENOMINATOR)       AMOUNT
                                                                     -----------------  --------------  ---------------
                                                                              (DOLLARS AND SHARES IN THOUSANDS)

   Income before extraordinary item                                          $ 88,764
   Less: Preferred stock dividends                                             19,329
                                                                     -----------------
   Basic EPS
        Income available to common stockholders                                69,435           15,011           $ 4.63
                                                                     -----------------  ---------------  ---------------
   Effect of Dilutive Securities
        Convertible preferred stock                                            19,329           16,296
        Redeemable common stock                                                     -              217
                                                                     -----------------  ---------------
   Diluted EPS
        Income available to common stockholders
                                   plus assumed conversions                  $ 88,764           31,524           $ 2.82
                                                                     =================  ===============  ===============

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

                                       62

                                                                                         YEAR ENDED DECEMBER 31, 2000

                                                                        INCOME (LOSS)        SHARES         PER-SHARE
                                                                         (NUMERATOR)     (DENOMINATOR)        AMOUNT
                                                                     -----------------  ---------------  ---------------
                                                                       (DOLLARS AND SHARES IN THOUSANDS)

  Loss before extraordinary item                                         $ (181,045)
  Less: Preferred stock dividends                                            20,607
                                                                     -----------------
  Basic EPS and Diluted EPS
       Loss available to common stockholders                             $ (201,652)           14,304            $ (14.10)
                                                                     =================    ===============  ===============

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

                                                                                         YEAR ENDED DECEMBER 31, 1999

                                                                       INCOME (LOSS)          SHARES        PER-SHARE
                                                                        (NUMERATOR)       (DENOMINATOR)       AMOUNT
                                                                     -----------------  ---------------  ---------------
                                                                      (DOLLARS AND SHARES IN THOUSANDS)

  Loss before extraordinary item                                          $ (15,834)
  Less: Preferred stock dividends                                            20,608
                                                                     -----------------
  Basic EPS and Diluted EPS
       Loss available to common stockholders                              $ (36,442)            15,866           $ (2.30)
                                                                     =================    ===============  ===============

              The  assumed  conversion  of stock  options,  preferred  stock and
redeemable common stock would have an anti-dilutive effect on earnings per-share in 1999.

NOTE 10 - COMMITMENTS AND CONTINGENCIES

Operating Lease Commitments:

            Rent expense for the WHX Group in 2001, 2000, 1999 was $7.0 million,
$5.1  million  and  $4.4  million  respectively.   Operating  lease  and  rental
commitments for future years are as follows (in thousands):

            2002                          $ 5,997
            2003                            5,323
            2004                            5,209
            2005                            5,276
            2006                            4,876
            2007 and beyond                11,595
                              --------------------
                                         $ 38,276
                              ====================

                                       63

HANDY & HARMAN

            On or about April 3, 2000 a civil action was commenced under Title 3
of the United States Code ss.3729 et seq.  (False  Claims Act)  entitled  United
States of America,  ex rel.  Patricia  Keehle v. Handy & Harman,  Inc. (sic) and
Strandflex,  a Division of Maryland Specialty Wire, Inc.  ("Strandflex")  (Civil
Action No. 5:99-CV-103). The substantive allegations in the complaint related to
the alleged improper testing and certification of certain wire rope manufactured
at the  Strandflex  plant during the period  1992-1999 and sold as MILSPEC wire.
The United  States  Attorney's  office also  conducted a criminal  investigation
relating  to  this  matter  and   Strandflex   was  a  target  of  the  criminal
investigation  under title 18 of the United States Code ss.287 (Submitting False
Claims)  with the focus of the  investigation  being  whether  wire rope sold to
government  agencies,  either  directly or  indirectly,  was  misrepresented  by
Strandflex as meeting MILSPEC specifications.  H&H entered into discussions with
the United States  Attorney to seek a negotiated  settlement of all criminal and
civil claims. Those discussions resulted in a settlement agreement dated May 24,
2001, pursuant to which all civil and criminal claims were resolved as follows:

            Maryland  Specialty Wire, Inc.,  Strandflex  Division,  made a total
civil  payment of $1 million which amount  represented  civil damages as payment
for remediation and compensation and included  $100,000 as restitution  pursuant
to the Plea  Agreement  which  related  to 35 wire rope  sales  which took place
between 1994 and 1998;

            Maryland Specialty Wire, Inc., Strandflex Division,  paid a criminal
fine of $500,000 and $100,000 as restitution pursuant to the Plea Agreement.

            There are no known incidents of any Strandflex wire rope failing and
causing personal or property damage in any application.

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"). The Company previously
disclosed that the SEC intended to institute this proceeding.  Specifically, the
Order  Instituting  Proceedings (the "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 (the "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.

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

                                       64

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
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 $0.8 million, $3.4 million and $7.7 million for 2001, 2000, and 1999
respectively.  WPC  anticipates  spending  approximately  $19.5  million  in the
aggregate  on major  environmental  compliance  projects  through the year 2004,
estimated to be spent as follows:  $9.7  million in 2002,  $6.1 million in 2003,
and $3.7  million in 2004.  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.

            WPC's non-current  accrued  environmental  liabilities totaled $19.0
million  and  $17.1  million  at  December  31,  2001  and  December  31,  2000,
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 the WHX for payment of such liabilities.

NOTE 11 - 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 2001,  2000 and 1999.  In  addition,  in
October 1999,  the Board of Directors  awarded WPN an  additional  bonus of $3.3
million in  recognition of the returns earned by WPN on behalf of the Company in
its management of the Company's cash and marketable  securities.  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.

                                       65

            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 $15.0 million for the WPC Group. (See Note 2 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 secured 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 secured 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.

            See Note 2 to the Consolidated Financial Statements.

NOTE 12 -  OTHER INCOME

                                                          YEAR ENDED DECEMBER 31,
                                               2001             2000              1999
                                           -------------  ---------------   --------------
                                                          (IN THOUSANDS)

Interest and investment income/(loss)          $ (4,411)       $ (17,198)        $ 25,416
Wheeling-Downs                                   14,957           10,680            6,788
Minority interest expense                             -           (2,171)          (1,217)
WPC                                                   -           (2,637)             318
Other, net                                           58           (3,881)            (505)
                                           -------------  ---------------   --------------
                                               $ 10,604        $ (15,207)        $ 30,800
                                           =============  ===============   ==============

            WHX  Entertainment  received  management  fees  from  Wheeling-Downs
Racing Association,  Inc. of $12.9 million, $7.7 million and $6.8 million in the
years ended December 31, 2001, 2000 and 1999, respectively.

NOTE 13 - 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.

                                       66

NOTE 14 - EXTRAORDINARY ITEMS

                                                            YEAR ENDED DECEMBER 31,
                                                    2001             2000           1999
                                                ------------   ---------------  ------------
                                                               (IN THOUSANDS)

Discount on early debt retirement                  $ 20,525               $ -       $ 1,925
Unamortized debt issuance cost                         (592)                -          (547)
Unamortized consent fee                                (922)                -             -
Income tax  effect                                   (6,654)                -          (482)
                                                ------------   ---------------  ------------
                                                   $ 12,357               $ -         $ 896
                                                ============   ===============  ============

            In the second  quarter of 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 $12.4 million gain, net of tax.

            In the first  quarter of 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 $0.9 million gain, net of tax.

NOTE 15 - REPORTED SEGMENTS

            In 2001, the Company increased its number of reportable  segments by
dividing  Handy & Harman  into  three  segments.  As a result of the  bankruptcy
filing and  deconsolidation  of the WPC  Group,  as  discussed  in Note 2 to the
Consolidated  Financial  Statements,  the H&H business segments have become more
significant  to  the  operations  of the  Company.  The  Company  now  has  four
reportable segments: (1) H&H 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) H&H Wire & Tubing. This segment  manufactures and
sells 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) H&H 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; (4) Unimast, a
manufacturer  of steel framing and other products for commercial and residential
construction.  The  results of  operations  of PCC are  included  in the Unimast
segment,  beginning  July 1,  2001.  Operating  results  for the WPC  Group  are
included in the year 2000  figures for the periods  before the  deconsolidation,
effective  November  16,  2000.  The  WPC  Group  is  a  vertically   integrated
manufacturer of value-added and flat rolled steel products.

            Management reviews operating income to evaluate segment performance.
Operating  income  for  the  reportable  segment  excludes  unallocated  general
corporate   expenses   (including   pension   expense  in  2001)  and   goodwill
amortization.  Other income and 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.

            For the periods  presented,  intersegment  sales and transfers  were
conducted at arm's length. Goodwill amortization is primarily related to the H&H
segments.

                                       67

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

(in thousands)
                                                            --------------------- ----------------------  ----------------------
                                                                    2001                  2000                    1999
                                                            --------------------- ----------------------  ----------------------
Revenue

   H&H Precious Metal                                                  $ 168,308              $ 237,426               $ 233,695
   H&H Wire & Tubing                                                     133,621                158,008                 158,948
   H&H Engineered Materials                                               74,333                 73,412                  75,696
   Unimast                                                               244,260                239,276                 226,993
                                                            --------------------- ----------------------  ----------------------
           Sub total                                                     620,522                708,122                 695,332
   WPC Group                                                                   -              1,050,590               1,117,744
                                                            --------------------- ----------------------  ----------------------
        Total segment revenue                                            620,522              1,758,712               1,813,076
   Intersegment revenue                                                        -                (13,253)                (48,377)
                                                            --------------------- ----------------------  ----------------------
           Consolidated revenue                                        $ 620,522            $ 1,745,459             $ 1,764,699
                                                            ===================== ======================  ======================

Segment operating income
   H&H Precious Metal                                                    $ 7,982               $ 22,129                $ 22,747
   H&H Wire & Tubing                                                       3,407                 13,862                  15,737
   H&H Engineered Materials                                                6,285                  7,698                   9,413
   Unimast                                                                14,239                 15,926                  19,499
                                                            --------------------- ----------------------  ----------------------
           Sub total                                                      31,913                 59,615                  67,396
   WPC Group                                                                   -                (50,035)                (17,052)
                                                            --------------------- ----------------------  ----------------------
                                                                          31,913                  9,580                  50,344
Unallocated corporate expenses                                            16,457                  6,154                   6,872
Goodwill amortization                                                      8,879                  9,442                   8,685
                                                            --------------------- ----------------------  ----------------------

    Operating income                                                       6,577                 (6,016)                 34,787

Interest expense                                                          48,905                 86,222                  87,851
Gain on sale of Wheeling Downs                                            88,517                      -                       -
Other income (expense)                                                    10,604                (15,207)                 30,800
                                                            --------------------- ----------------------  ----------------------

         Income (loss) before taxes and extraordinary item                56,793               (107,445)                (22,264)

Income tax expense (benefit)                                             (31,971)                73,600                  (6,430)
                                                            --------------------- ----------------------  ----------------------

          Income (loss) before extraordinary item                         88,764               (181,045)                (15,834)

Extraordinary item-net of tax                                             12,357                      -                     896
                                                            --------------------- ----------------------  ----------------------
          Net income (loss)                                            $ 101,121             $ (181,045)              $ (14,938)
                                                            ===================== ======================  ======================

                                       68

            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
                                  2001             2000           1999               2001             2000           1999
                            --------------  ---------------- ---------------    ---------------  --------------  -------------

United States                   $ 597,115       $ 1,711,191     $ 1,738,740          $ 161,334       $ 192,019      $ 878,692
Foreign                            23,407            34,268          25,959             13,770          14,025         18,299
                            --------------  ---------------- ---------------    ---------------  --------------  -------------

                                $ 620,522       $ 1,745,459     $ 1,764,699          $ 175,104       $ 206,044      $ 896,991
                            ==============  ================ ===============    ===============  ==============  =============

            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.

            (a)         Year 2000  information for WPC includes income statement
                        and  capital  expenditure  related  information  for the
                        period  January 1, through  November 16;  balance  sheet
                        information   has   not   been   included   due  to  the
                        deconsolidation of WPC as of November 16, 2000.

NOTE 16 - QUARTERLY INFORMATION (UNAUDITED)

             Financial  results  by  quarter  for the  two  fiscal  years  ended
December 31, 2001 and 2000 are as follows:

                                                                                       BASIC
                                                                                     EARNINGS
                                                                                      (LOSS)           BASIC          DILUTED
                                                                                     PER SHARE       EARNINGS        EARNINGS
                                                                                      BEFORE          (LOSS)          (LOSS)
                                   OPERATING         EXTRA             NET             EXTRA         PER SHARE       PER SHARE
                        NET          INCOME        ORDINARY          INCOME          ORDINARY         ON NET          ON NET
                       SALES         (LOSS)         INCOME           (LOSS)            ITEM           INCOME          INCOME
                    ----------   -------------  ---------------  --------------  ---------------  --------------  --------------
                                                              (IN THOUSANDS - EXCEPT PER SHARE)
2001:
  1st Quarter        $ 156,071        $ 556            $ -       $ (10,194)         $ (1.05)         $ (1.05)      $ (1.05)
  2nd Quarter          162,789        1,542         12,357           7,783            (0.65)            0.18          0.18
  3rd Quarter          161,357        4,467              -          (4,473)           (0.61)           (0.61)        (0.61)
  4th Quarter          140,305           12              -         108,005 (a)         6.71             6.71          3.42
2000:
  1st Quarter        $ 467,743     $ 13,931            $ -        $ (6,699)         $ (0.84)         $ (0.84)      $ (0.84)
  2nd Quarter          486,779       17,463              -          36,262 (c)         2.19             2.19          1.17
  3rd Quarter          459,889       (5,455)             -         (21,115)           (1.84)           (1.84)        (1.84)
  4th Quarter   (b)    331,048      (31,955)             -        (189,493)(d)       (13.55)          (13.55)       (13.55)

(a)     Includes $88,517 gain on sale of interest in Wheeling-Downs Racing Association, Inc.
(b)     Includes results of the WPC Group for the period October 1, 2000 through November 16, 2000.
(c)     Includes $38,000 relating to the reversal of prior year provisions for taxes no longer required
(d)     Includes $133,800 tax charge relating to the recognition of a valuation allowance of the net deferred tax assets of WPC.

                                       69

Diluted  loss  per  share  would be the  same as  basic  loss per  share in loss
quarters because conversion of stock options,  convertible Series A and Series B
Preferred Stock or redeemable Common Stock would be anti-dilutive.

NOTE 17 - SUBSEQUENT EVENT

                    On January 20, 2002, a major  plating  facility,  within the
H&H Precious Metal Segment,  Sumco Inc., located in Indianapolis,  IN had severe
fire damage  that  caused the  temporary  closure of the  facility.  The Company
believes it has adequate  insurance  for both the physical  property  damage and
business  interruption.  Insurance  progress  payments of $1.0 million have been
received  as of March 1, 2002.  Partial  resumption  of  operations  occurred on
February  11,  2002  and  repairs  to  the  building,   its  infrastructure  and
replacement  of machinery  and equipment is  continuing.  Sumco Inc. will resume
complete operations at the facility as soon as reasonably possible.

                                       70

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  information   required  under  this  item  is  incorporated  by
reference  to the  Company's  Proxy  Statement  for the 2002  Annual  Meeting of
Stockholders.

ITEM 11.          EXECUTIVE COMPENSATION

            The  information   required  under  this  item  is  incorporated  by
reference  to the  Company's  Proxy  Statement  for the 2002  Annual  Meeting of
Stockholders.

ITEM 12.          SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

            The  information   required  under  this  item  is  incorporated  by
reference  to the  Company's  Proxy  Statement  for the 2002  Annual  Meeting of
Stockholders.

ITEM 13.          CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

            The  information   required  under  this  item  is  incorporated  by
reference  to the  Company's  Proxy  Statement  for the 2002  Annual  Meeting of
Stockholders.

                                     PART IV

ITEM 14.          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.

                                       71

            3.3         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         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).

            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.

                                       72

            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.

            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.

            10.16       Agreement by and between Handy & Harman and Arnold Nance
                        dated  May 1, 1998 (as  amended  by  Amendment  No. 1 to
                        Employment   Agreement   dated   December  21,   1998)--
                        Incorporated herein by reference to Exhibit 10.16 to the
                        1998 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 10.18 to the 1998 Form 10-K.

            10.19       Amended and Restated  Agreement dated as of December 24,
                        1998 by and between  the  Company  and Paul J.  Mooney.-
                        Incorporated herein by reference to Exhibit 10.19 to the
                        1998 Form 10-K.

            0.21        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.

            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

(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:

                   November 19, 2001
                   December 10, 2001
                   December 17, 2001
                   December 20, 2001
                   December 21, 2001

           * - filed herewith.

                                       73

                                   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 March 28, 2002.

WHX CORPORATION

By                       /s/ Robert D. LeBlanc                                Date   March 28, 2002
            ------------------------------------------------
            Robert D. LeBlanc, Executive Vice President
            of WHX Corporation and President and Chief
            Executive Officer of Handy & Harman

            POWER OF ATTORNEY WHX  Corporation  and each of the  undersigned  do
hereby appoint Ronald LaBow and Marvin Olshan,  and each of them severally,  its
or his true and lawful  attorney to execute on behalf of WHX Corporation and the
undersigned  any and all  amendments  to this Annual  Report on Form 10-K and to
file the same with all  exhibits  thereto  and  other  documents  in  connection
therewith,  with the Securities and Exchange Commission;  each of such attorneys
shall have the power to act hereunder with or without the other.

            Pursuant to the requirements of the Securities Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities and on the date indicated.

By                       /s/ Robert K. Hynes                                        March 28, 2002
            ---------------------------------------------------------               ----------------------------------
            Robert K. Hynes, Vice President - Finance                               Date
            (Principal Accounting Officer)

By                       /s/ Ronald LaBow                                           March 28, 2002
            ---------------------------------------------------------               ----------------------------------
              Ronald LaBow, Chairman of the Board                                   Date

By                       /s/ Neil D. Arnold                                         March 28, 2002
            ---------------------------------------------------------               ----------------------------------
            Neil D. Arnold, Vice Chairman                                           Date

By                       /s/ Robert A. Davidow                                      March 28, 2002
            ---------------------------------------------------------               ----------------------------------
            Robert A. Davidow, Director                                             Date

By                       /s/ William Goldsmith                                      March 28, 2002
            ---------------------------------------------------------               ----------------------------------
            William Goldsmith, Director                                             Date

By                       /s/ Marvin L. Olshan                                       March 28, 2002
            ---------------------------------------------------------               ----------------------------------
            Marvin L. Olshan, Director                                              Date

By                       /s/ Robert D. LeBlanc                                      March 28, 2002
            ---------------------------------------------------------               ----------------------------------
            Robert D. LeBlanc, Director & Executive Vice President                  Date

By                       /s/ Raymond S. Troubh                                      March 28, 2002
            ---------------------------------------------------------               ----------------------------------
            Raymond S. Troubh, Director                                             Date

                                       74

        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 February 22, 2002 appearing in the WHX  Corporation  2001 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
14(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
February 22, 2002

                                       75

WHX CORPORATION (PARENT ONLY)

CONSOLIDATED STATEMENT OF OPERATIONS

                                                                                  YEAR ENDED DECEMBER 31,
                                                                     ----------------------------------------------
                                                                       2001               2000               1999
                                                                     --------          ----------         ---------

                                                                                      (IN THOUSANDS)

COST AND EXPENSES:
Precious metals - LIFO liquidation                                      $ 503             $ 3,075               $ -
Precious metals - lower of cost or market reserve                       2,664                   -             2,000
Depreciation                                                            1,072               1,072               989
Management fee income                                                  (1,000)             (3,083)           (3,083)
Pension expense                                                         4,461               2,584             4,161
Pension charge - WPC Group                                                  -              (2,584)           (4,161)
Administrative and general expense                                     11,680               8,164             8,967
                                                                     --------          ----------         ---------
       Subtotal - expenses                                             19,380               9,228             8,873
                                                                     --------          ----------         ---------

Interest expense                                                       30,468              31,251            30,855
Gain on sale of interest in Wheeling Downs                             88,517                   -                 -
Equity in earnings of subsidiaries                                      5,486            (160,623)          (11,870)
Other income (expense) - net                                            5,768              (9,640)           34,564
                                                                     --------          ----------         ---------
INCOME (LOSS) BEFORE TAXES AND EXTRAORDINARY
   ITEMS                                                               49,923            (210,742)          (17,034)
Tax provision (benefit)                                               (38,841)            (29,697)           (1,200)
                                                                     --------          ----------         ---------
Income (loss)  before extraordinary items                              88,764            (181,045)          (15,834)
Extraordinary items-net of tax                                         12,357                   -               896
                                                                     --------          ----------         ---------
NET INCOME (LOSS)                                                     101,121            (181,045)          (14,938)
Dividend requirement for preferred stock                               19,329              20,607            20,608
                                                                     --------          ----------         ---------
Net income (loss)  available to common stock                         $ 81,792          $ (201,652)        $ (35,546)
                                                                     ========          ==========         =========

SEE NOTES TO PARENT ONLY FINANCIAL STATEMENTS

                                       76

WHX CORPORATION (PARENT ONLY)
CONSOLIDATED BALANCE SHEETS                                                                 YEAR ENDED DECEMBER 31,
                                                                                   ------------------------------------------
                                                                                          2001                  2000
                                                                                   ------------------------------------------
                                                                                                (IN THOUSANDS)
                                 ASSETS
Current assets:
Cash and cash equivalents                                                                        $ 997                 $ 168
Short term investments                                                                         244,883                69,319
Receivables                                                                                        387                 4,223
Inventories                                                                                     21,999                44,991
Prepaid expenses and deferred charges                                                            1,074                 1,227
                                                                                   --------------------  --------------------
    Total current assets                                                                       269,340               119,928

Restricted cash                                                                                      -                33,000
Investment in and advances to subsidiaries - net                                               329,851               301,335
Plant and equipment, at cost less
   accumulated depreciation and amortization                                                     8,361                 9,434
Prepaid pension asset                                                                           33,294                37,755
Deferred charges and other assets                                                                8,776                15,992
Deferred income taxes                                                                            2,841                     -
                                                                                   --------------------  --------------------
                                                                                             $ 652,463             $ 517,444
                                                                                   ====================  ====================

                                   LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accrued expenses                                                                               $ 8,341               $ 9,574
Short-term debt                                                                                110,946                     -
Deferred income taxes - current                                                                  7,209                13,990
                                                                                   --------------------  --------------------
    Total current liabilities                                                                  126,496                23,564
Long-term debt                                                                                 245,059               281,490
Deferred income taxes - non current                                                                  -                17,822
Other liabilities                                                                               24,484                16,926
                                                                                   --------------------  --------------------
                                                                                               396,039               339,802
                                                                                   --------------------  --------------------
Redeemable common stock                                                                              -                 2,646
                                                                                   --------------------  --------------------
Stockholders' Equity:
Preferred stock - $.10 par value; authorized 10,000
   shares; issued and outstanding: 5,571 and 5,883 shares                                          557                   589
Common stock -  $.01 par value; authorized 60,000
   shares; issued and outstanding: 16,070 and 14,590 shares                                        161                   146
Accumulated other comprehensive income (loss)                                                   (2,268)               (1,501)
Additional paid-in capital                                                                     555,899               555,479
Accumulated earnings  (deficit)                                                               (297,925)             (379,717)
                                                                                   --------------------  --------------------
                                                                                               256,424               174,996
                                                                                   --------------------  --------------------
                                                                                             $ 652,463             $ 517,444
                                                                                   ====================  ====================

SEE NOTES TO PARENT ONLY FINANCIAL STATEMENTS

                                       77

WHX CORPORATION (PARENT ONLY)
CONSOLIDATED STATEMENT OF CASH FLOWS                                                 YEAR ENDED DECEMBER 31,
                                                                  -------------------- -------------------- ---------------------
                                                                            2001                2000                  1999
                                                                  -------------------- -------------------- ---------------------
                                                                                          (IN THOUSANDS)

Cash Flows From Operating Activities

    Net income (loss)                                                       $ 101,121           $ (181,045)            $ (14,938)
    Non cash income and expenses
           Depreciation and amortization                                        4,174                2,582                 2,161
            Income taxes                                                      (32,978)             (18,698)               (1,440)
           Equity in earnings of subsidiaries                                  (5,486)             160,623                11,870
           Gain on sale of interest in Wheeling-Downs                         (88,517)                   -                     -
           Pension expense                                                      4,460                2,581                 4,161
           Extraordinary item - net of tax                                    (12,357)                   -                  (896)
 Decrease/(increase) in working capital elements
           Receivables - including affiliated companies                         8,186              (14,300)               19,480
           Inventories                                                         22,992               47,453                 2,543
           Other current assets                                                   153                 (286)                 (147)
           Other current liabilities                                           22,449              (45,842)                3,421
           Short term investments -  trading                                 (175,565)             590,037                42,725
           Margin borrowings                                                  110,946             (495,542)                8,040
 Other items (net)                                                             (6,521)              (6,940)                  470
                                                                  -------------------- -------------------- ---------------------

 Net cash (used)/provided by operating activities                             (46,943)              40,623                77,450
                                                                  -------------------- -------------------- ---------------------

 Cash Flows from Investing Activities
           Note receivable  - WPC                                             (30,453)                   -                     -
           Release of restricted cash - DIP                                    33,000                    -                     -
           Advances to WPC                                                     (8,369)                   -                     -
           Purchase of fixed asset                                                  -                    -               (10,500)
           Settlement of Intercompany balances - WPC                          (32,000)                   -                     -
           Dividend from affiliated companies                                   2,800                    -                 1,888
           Guarantee of DIP Term Note                                               -              (33,000)                    -
           Proceeds from sale of interest in Wheeling-Downs                   105,000                    -                     -
           Contribution to Handy & Harman                                      (6,300)                   -                     -
           Loan to Unimast                                                    (48,381)                   -                     -
           Unimast loan repayment                                              48,381                    -                     -
                                                                  -------------------- -------------------- ---------------------

 Net cash provided/(used) by investing activities                              63,678              (33,000)               (8,612)
                                                                  -------------------- -------------------- ---------------------

 Cash flows from financing activities
           Cash paid on extinguishment of debt                                (15,906)                   -               (18,585)
           Commom stock repurchase                                                  -                    -               (30,591)
           Preferred stock dividends                                                -                    -               (20,608)
           Consent solicitation fees                                                -               (8,368)                    -
                                                                  -------------------- -------------------- ---------------------

 Net cash used by financing activities                                        (15,906)              (8,368)              (69,784)
                                                                  -------------------- -------------------- ---------------------

 Increase/(Decrease) in cash and cash equivalents                                 829                 (745)                 (946)

 Cash and cash equivalents at beginning of period                                 168                  913                 1,859
                                                                  -------------------- -------------------- ---------------------

 Cash and cash equivalents at end of period                                     $ 997                $ 168                 $ 913
                                                                  ==================== ==================== =====================

SEE NOTES TO PARENT ONLY FINANCIAL STATEMENTS

                                       78

                  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 Unimast Incorporated ("Unimast"),  a
leading  manufacturer  of steel framing and other  products for  commercial  and
residential  construction.  On June 29,  2001,  WHX acquired  certain  assets of
Pittsburgh-Canfield  Corporation as part of the  Settlement  Agreement with WPC.
(See Note 2 to the WHX Parent Only Financial  Statements).  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, 2001.

NOTE 2 - WPC GROUP BANKRUPTCY AND RELATED CONTIGENCIES

            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 its 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.  In January  2002,  the WPC Group  requested  and
received a reduction in the  revolving  loans,  swing loans and letter of credit
accommodations  to a  maximum  aggregate  amount  of  up  to  $175  million.  In
connection  with the  Bankruptcy  Filing,  WHX had guaranteed $30 million of the
term loan portion of the DIP Credit Agreement (the "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

                                       79

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  $127.2 million and $123.9 million at December 31, 2001
and 2000,  respectively.  The weighted-average  interest rates on the DIP Credit
Facility for revolving loans were 7.4% and 10.1% in 2001 and 2000, respectively.
Term loans under the DIP Credit Facility totaled $34.4 million and $35.1 million
at December 31, 2001 and 2000,  respectively.  At March 23,  2002,  availability
under the DIP Credit Facility was $4.6 million.  The DIP Credit Facility expires
on  the  earlier  of  November  17,  2002  or  the   completion  of  a  Plan  of
Reorganization.  WPC  intends  to have  completed  a Plan of  Reorganization  by
November 16, 2002. If a Plan of  Reorganization  is not  completed by then,  WPC
will pursue an extension of or a replacement of the current DIP Credit Facility.
There can be no guarantee that this will occur.

            Although the WPC Group expects to file a Plan of  Reorganization  at
an appropriate time in the future, there can be no assurance at this time that a
Plan of Reorganization will be proposed by the WPC Group,  approved or confirmed
by the Bankruptcy  Court, or that such plan will be  consummated.  The WPC Group
currently  has  the  exclusive  right  to  file a Plan  of  Reorganization.  The
exclusive  filing period has been extended most recently until April 25, 2002 by
the Bankruptcy Court at the WPC Group's request, and while the WPC Group intends
to request  extensions of the exclusivity  period if necessary,  there can be no
assurance  that the  Bankruptcy  Court  will  grant  future  extensions.  If the
exclusivity  period were to expire or be terminated,  other interested  parties,
such as creditors of the WPC Group, would have the right to propose  alternative
plans of reorganization.

            During the period January 1, 2001 through December 31, 2001, the WPC
Group  incurred  a net loss of $172.2  million,  which is not  reflected  in the
Company's December 31, 2001 results of operations.

            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,  on  November  17,  2000,   guaranteed  $30  million  of  the  WPC  Group's
debtor-in-possession  term loan.  Such guaranty was  terminated  effective as of
June 1, 2001 concurrently with WHX's purchase of a participation interest in the
Term Loan as discussed  above.  The  recognition  of the WPC Group's net loss of
$176.6 million, in the year 2000, has eliminated the investment's carrying value
of $136.8  million.  In November  of 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.

            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 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,  that the Settlement
Agreement  would be  effective  upon  the  occurrence  of each of the  following
transactions, (i) the payment by WHX to WPC of $17 million; (ii) the exchange of
releases between the WPC Group and the WHX Group;  (iii) a binding  agreement by
WHX to purchase certain assets of  Pittsburgh-Canfield  Corporation  ("PCC") for
$15 million,  plus the assumption of certain trade payables,  subject to certain
other terms and conditions;  (iv) the termination of the Tax Sharing  Agreements
between WHX and WPC;  (v) the  delivery by WHX of an  agreement to the WPC Group
whereby WHX 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;
(vi) the  amendment of the DIP Credit  Agreement  as provided in the  Settlement
Agreement;  (vii) the execution by WPC Land  Corporation of such  instruments as
may be necessary to effect the transfer of title, to WPSC, of certain properties
specified  in the  Settlement  Agreement;  and (viii) the consent by the lenders
party  to  the  DIP  Credit  Agreement  to  the  transactions  described  in the
Settlement Agreement.  Such transactions,  other than the acquisition of certain
assets of Pittsburgh-Canfield  Corporation, all occurred effective May 29, 2001.
The sale of certain assets of Pittsburgh-Canfield Corporation closed on June 29,
2001. The PCC agreement  includes a one-year  repurchase  option for the seller.
The repurchase price is $15 million plus the sum of  environmental  expenditures
and capital expenditures made by the Company. In addition,  the repurchase price
will be adjusted for any changes in working capital.

            As a result of the total  cash  payments  of $32  million to the WPC
Group  by  WHX,  all  intercompany   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.

                                       80

            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
consists of secured  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
million of liquidity support referred to above,  during the period from February
1, 2002 through March 31, 2002, (the  conditions  were not met,  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 a
confirmed WPSC Chapter 11 plan of reorganization.  Through December 31, 2001 WHX
had advanced $5.0 million of the secured loans and up to $5.5 million of secured
financing.  At  December  31,  2001 the  outstanding  balance  of these  secured
advances was $5.0 million and $3.4 million of liquidity support.

            The October Order also approved a Supplemental  Agreement  among the
members of the WPC Group and the Company,  under which all of the  extensions of
credit referred to in the preceding  paragraph are granted  superpriority  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 superpriority
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 Company's pension plan.

            Additionally,  the October Order  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  deferrals in wages and
certain  changes in medical  benefits in exchange  for  improvements  in 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 January 2002,  WPSC  finalized a financial  support  plan,  which
included a $5 million  loan from the state West  Virginia,  a $7.2  million loan
from the state of Ohio, $10 million in advance by the Unimast segment for future
steel  purchases,  a portion of which shall be  delivered on or before March 31,
2002,  and  additional  wage and salary  deferrals  from WPSC union and salaried
employees.

            Management  of the  Company  cannot  at  this  time  determine  with
certainty  the  ultimate  outcome of the Chapter 11  proceedings;  however it is
possible that the following outcomes could result:

               o        The WPC Group could reorganize,  and its creditors could
                        receive a portion of their claims in cash or in stock of
                        WPC or WPSC.

               o        The WPC Group could be sold in its  entirety or segments
                        could be sold,  and the proceeds from such sale(s) would
                        be utilized to satisfy creditor claims.

               o        The creditors could assume ownership of the WPC Group or
                        WPSC and continue to operate such businesses.

            In each of the above  possible  outcomes,  the WHX Group  would have
little or no future  ownership in or involvement with the WPC Group, and the WHX
Group future cash  obligations to or on behalf of the WPC Group would be minimal
to none (other than the $25.0 million pension  contribution  referred to above).
It is also  possible  that none of the above  outcomes  would  occur and the WPC
Group may shut down a number of their  operations.  According  to the  Company's
preliminary  evaluation of potential pension obligations,  if a partial shutdown
of the WPC  Group's  operations  were to occur  in the  immediate  future  WHX's
liability for early retirement  pension benefits could range from  approximately
$80 million to $100 million.  It is also possible that the WPC Group could cease
operations  in their  entirety and this  liability  would then be  significantly
greater.  However,  management does not believe this occurrence is likely. Under
current  pension  law and  regulations  based on the  Company's  analysis of the
current  funded status of the pension plan, if a partial  shutdown were to occur
after  January 1, 2002,  the cash  funding  obligations  related to such partial
shutdown  would likely not begin until 2003 and would extend over several years.
Such cash  funding  obligations  would  have a  material  adverse  impact on the
liquidity,  financial  position  and  capital  resources  of  the  Company.  The
Company's  funding  obligation  and  the  impact  on  the  Company's  liquidity,
financial  position  and capital  resources  could be  substantially  reduced or
eliminated if (1) a partial shutdown, if it

                                       81

occurs, were to occur at such a time that the fair market value of the assets of
the plan  approximates  or exceeds the plan's  liabilities  (including the early
retirement benefits),  (2) a shutdown were to occur gradually over several years
or (3) the number of the WPC Group's  operations  shut down were less than those
assumed in estimating the above-mentioned amounts.

            In  connection  with past  collective  bargaining  agreements by and
between the WPC Group and the United  Steelworkers of America,  AFL-CIO-CLC (the
"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 (The "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 were 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.  The  total  OPEB
Obligation disclosed in the Wheeling Pittsburgh Steel Corporation's December 31,
2001  Consolidated  Financial  Statements  amounted to $307.1  million.  WHX has
estimated that approximately 85% of employees and retirees entitled to such OPEB
obligations are represented by the USWA.

            WHX's contingent obligation 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.

NOTE 3 - SHORT TERM INVESTMENTS

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

                                                      YEAR ENDED DECEMBER 31,
                                                      -----------------------
                                                     2001                2000
                                                     ----                ----
                                                         (IN THOUSANDS)

Trading Securities:
          U.S. Treasury securities                $ 130,235                 $ -
          Reverse Repurchase Agreement              105,000              45,479
          Equities                                    9,540              21,876
          Other                                         108               1,964
                                                  ---------            --------
                                                  $ 244,883            $ 69,319
                                                  =========            ========

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 2001 and 2000 were a loss of
$12.3 million and $24.3 million, respectively. At December 2001, the Company had
short term  margin  borrowings  of $110.9  million,  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.

                                       82

NOTE 4 - INVENTORIES
                                             YEAR ENDED DECEMBER 31
                                             ----------------------
                                         2001                       2000
                                         ----                       ----
                                            (DOLLARS IN THOUSANDS)

Precious metals                      $ 21,842                     $ 41,571
LIFO reserve                              157                        3,420
                                     --------                     --------
                                     $ 21,999                     $ 44,991
                                     ========                     ========

            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  and  20,000  ounces  of gold  and
4,155,000  and  7,850,000  ounces  of  silver  at  December  31,  2001 and 2000,
respectively.

            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.

Supplemental inventory information:
                                                       YEAR ENDED DECEMBER 31
                                              ------------------------------------------
                                                     2001                  2000
                                              --------------------   -------------------
                                                  (IN THOUSANDS, EXCEPT PER OUNCE)

Precious metals stated at LIFO cost                $ 21,999              $ 44,991
Market value per ounce:
   Silver                                           $ 4.650               $ 4.595
   Gold                                            $ 276.50              $ 270.80

                                       83

NOTE 5 - INVESTMENT IN AND ADVANCES TO SUBSIDIARIES - NET

The following table details the investments in associated  companies,  accounted
for under the equity method of accounting.
                                                         b                    YEAR ENDED DECEMBER 31,
                                                                   ------------------------------------------
                                                                           2001                 2000
                                                                    -------------------- --------------------
                                                                             (IN THOUSANDS)

Investment in:

Handy & Harman                                                                $ 270,297            $ 269,858
Unimast                                                                          61,721               57,721
PCC                                                                                 747                    -
Wheeling-Downs Racing Association, Inc.                                               -               13,625
                                                                    -------------------- --------------------
                                                                                332,765              341,204
                                                                    -------------------- --------------------

Advances to/(Due to):

Handy & Harman                                                                    1,310                1,775
Unimast                                                                             361                2,009
PCC                                                                              (9,789)                   -
                                                                    -------------------- --------------------
                                                                                 (8,118)               3,784
                                                                    -------------------- --------------------

Notes:

Unimast - Current Portion                                                         2,000                2,000
Unimast - Long-Term Portion                                                       3,204                5,204
                                                                    -------------------- --------------------
                                                                                  5,204                7,204
                                                                    -------------------- --------------------

WPC Group - DIP Agreement                                                        31,005                    -
WPC Group - Other                                                                 8,369              (11,074)
                                                                    -------------------- --------------------
                                                                                 39,374              (11,074)
                                                                    -------------------- --------------------

Loss in excess of investment in WPC Group                                       (39,374)             (39,783)
                                                                    -------------------- --------------------

Investment in and advances to subsidiaries - net                              $ 329,851            $ 301,335
                                                                    ==================== ====================

            The Handy & Harman and Unimast loan  agreements  contain  provisions
restricting cash payments to WHX. The agreements allow the payment of management
fees,  income taxes  pursuant to tax sharing  agreements,  loan  repayments  and
related interest,  and certain other expenses. In addition dividends may be paid
under  certain  conditions.  At  December  31,  2001  the net  assets  of  these
subsidiaries amounted to $329.9 million, of which approximately $0.6 million was
not restricted as to the payment of dividends to WHX.

NOTE 6 - LONG-TERM DEBT
                                                YEAR ENDED DECEMBER 31
                                              -----------------------------------
                                                    2001               2000
                                              ----------------   ----------------
(in thousands)

Senior Notes due 2005, 10 1/2%                   $ 245,059          $ 281,490
                                              ================   ================

                                       84

            The fair value of  long-term  debt at December 31, 2001 and 2000 was
$120,079 and $180,007,  respectively.  Fair value of long-term debt is estimated
based on trading in the public market.

            A summary of the financial agreement at December 31, 2001 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 the first quarter of 1999, the Company  purchased and retired
$20.5  million  aggregate  principal  amount  of the  Notes in the  open  market
resulting in an extraordinary gain of $.9 million net of tax.

            During the second quarter of 2001, the Company purchased and retired
$36.4  million  aggregate  principal  amount  of the  Notes in the  open  market
resulting in an extraordinary gain of $12.4 million net of tax.

            During  the period  January  1, 2002  through  March 21,  2002,  WHX
purchased and retired $82.5 million  aggregate  principal amount of Senior Notes
in the open market for $50.6 million, as of March 21, 2002.

            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. 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.

                                       85

INTEREST COST

Aggregate  interest costs on debt during the three years ended December 31 is as
follows:

                                        2001                    2000                 1999
                                 ----------------      --------------------    -----------------
                                                         (IN THOUSANDS)

Interest Expense                        $ 30,468                  $ 31,251             $ 30,855
                                 ================      ====================    =================
Interest Paid                           $ 27,644                  $ 29,556             $ 29,556
                                 ================      ====================    =================

NOTE 7 - STOCKHOLDERS' EQUITY

            The authorized capital stock of WHX consists of 60,000,000 shares of
Common Stock,  $.01 par value, of which 16,071,007 shares were outstanding as of
December 31, 2001, and 10,000,000  shares of Preferred Stock, $.10 par value, of
which  2,614,226  shares of Series A Convertible  Preferred  Stock and 2,956,700
shares of Series B Convertible  Preferred Stock were  outstanding as of December
31, 2001. In 1999,  the Company  purchased  3,594,300  shares of Common Stock in
open market purchases. No additional shares were purchased during 2001 or 2000.

SERIES A 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  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.  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. The Company has accrued $10.6 million representing dividends in
arrears at December 31, 2001.

            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
3.1686 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 2001 and 1999,  295,899 and 175 shares  respectively  were
converted into Common Stock. There were no conversions in 2000.

SERIES B CONVERTIBLE PREFERRED STOCK

            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  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.  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.  The  Company  has  accrued  $13.9  million
representing dividends in arrears at December 31, 2001.

            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
2.4510 shares of Common Stock for each share of Series B  Convertible  Preferred
Stock, subject to adjustment under certain conditions.

                                       86

            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 2001, 16,100 shares were converted into Common Stock. There
were no conversions in 2000 and 1999.

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  218,000 shares of Common Stock of WHX were held by the ESOP
at December 31, 2001.

NOTE 8 - 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 2001,  2000 and 1999.
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. In addition, in October 1999, the Board of Directors awarded WPN
an additional  bonus of $3.3 million in recognition of the returns earned by WPN
on  behalf  of WHX  Corporation  in its  management  of the  Company's  cash and
marketable  securities.  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  $15.0
million  for  the  WPC  Group.  (See  Note  2  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.

                                       87

            As a result of the October  Order,  WHX  provided the WPC Group with
$5.0 million in secured 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 secured 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  subsidiaries,  Handy &
Harman and Unimast,  $750,000 and $250,000,  respectively  in management fees in
each of the years ended December 31, 2001, 2000 and 1999.

            WHX  Entertainment  received a  management  fee from  Wheeling-Downs
Racing Association (a 50% owned joint venture) of $12,899,000;  $7,740,000;  and
$6,788,000  in  2001,  2000  and  1999,  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 2001,  2000 and 1999 amounted to  $2,250,000,  $9,063,000
and $7,105,000 respectively.

            Unimast is included in WHX  Corporation's  consolidated  tax return.
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 2001,  2000 and 1999 amounted to $3,228,000,
$4,812,000 and $6,890,000, respectively.

            Included in the parent company only balance sheets is $5,204,000 and
$7,204,000 in 2001 and 2000,  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 $463,000,  $603,000 and $437,000
in  2001,  2000  and  1999,   respectively.   Principal  payments  amounting  to
$2,000,000, $1,000,000 and $0 in 2001, 2000 and 1999, 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, 2001 and December  31, 2000,  Handy & Harman was leasing  9,000 and
20,000  ounces of gold.  At December 31, 2001 and  December  31,  2000,  Handy &
Harman was leasing  4,155,000 and 7,750,000 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 $753,000, $2,062,000
and $2,374,000 for 2001, 2000 and 1999, respectively.

            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.

                                       88

NOTE 9 -  OTHER INCOME

                                                                      YEAR ENDED DECEMBER 31,
                                                          2001                 2000                 1999
                                                   -------------------  -------------------  -------------------
                                                                          (IN THOUSANDS)

Interest and investment income/(loss)                        $ (4,411)           $ (17,198)            $ 25,416
Interest income - Unimast                                         410                  616                    -
Interest income - Handy & Harman                                  711                2,009                2,471
Wheeling-Downs management fee                                  12,899                7,740                7,105
WPN management fee                                             (2,500)              (2,500)              (2,500)
WPN bonus                                                           -                    -               (3,280)
Gain on sale of aircraft                                            -                  932                4,380
Other, net                                                     (1,341)              (1,239)                 972
                                                   -------------------  -------------------  -------------------
                                                              $ 5,768             $ (9,640)            $ 34,564
                                                   ===================  ===================  ===================

NOTE 10 - 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 11 - EQUITY IN EARNINGS (LOSS) OF SUBSIDIARIES

                                                                   YEAR ENDED DECEMBER 31,
                                                --------------------------------------------------------------
                                                        2001                  2000                 1999
                                                --------------------   ------------------   ------------------

                                                                           (IN THOUSANDS)
Handy & Harman                                             $ (2,594)             $ 6,137              $ 9,010
Unimast                                                       4,833                7,325               13,062
PCC                                                             747                    -                    -
WPC - Group                                                       -             (176,581)             (33,942)
Wheeling-Downs                                                2,500                2,496                    -
                                                --------------------   ------------------   ------------------
                                                            $ 5,486           $ (160,623)           $ (11,870)
                                                ====================   ==================   ==================

                                       89

NOTE 12 - MANAGEMENT FEE

         The following table details management fees charged to wholly-owned subsidiaries by the parent:

                                                           YEAR ENDED DECEMBER 31,
                                           ------------------------------------------------------
                                                 2001               2000              1999
                                           ------------------ -----------------  ----------------
                                                             (IN THOUSANDS)

Charged to Handy & Harman                              $ 750             $ 750             $ 750
Charged to Unimast                                       250               250               250
Charged to WPC                                             -             2,083             2,083
                                           ------------------ -----------------  ----------------
                                                     $ 1,000           $ 3,083           $ 3,083
                                           ================== =================  ================

                                       90

                        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, 2001 and 2000,
and the results of their  operations  and their cash flows for each of the three
years in the period ended  December  31, 2001,  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 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 a  satisfactory  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
March 28, 2002

                                       91

                         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,
                                                            --------------------------------------------------------
                                                                  2001                  2000               1999
                                                                  ----                  ----               ----
                                                                               (DOLLARS IN THOUSANDS)
Revenues:

Net sales                                                       $ 835,640           $ 1,119,031         $ 1,117,744

COST AND EXPENSES:

Cost of products sold, excluding depreciation                     866,065             1,054,386             994,273
Depreciation                                                       72,551                78,859              77,724
Selling, administrative and general expense                        47,173                68,165              63,342
Reorganization and professional fee expense                        14,200                 4,140                   -
                                                            --------------     -----------------     ---------------
                                                                  999,989             1,205,550           1,135,339
                                                            --------------     -----------------     ---------------
Operating loss                                                   (164,349)              (86,519)            (17,595)
Reorganization income (expense)                                     9,249                (2,592)                  -
Interest expense on debt                                          (17,448)              (35,969)            (37,931)
Other income (expense)                                                351                (3,015)                318
                                                            --------------     -----------------     ---------------
Loss before taxes                                                (172,197)             (128,095)            (55,208)
Tax provision (benefit)                                                17                90,092             (20,723)
                                                            --------------     -----------------     ---------------

Net loss                                                       $ (172,214)           $ (218,187)          $ (34,485)
                                                            ==============     =================     ===============

                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       92

                         WHEELING-PITTSBURGH CORPORATION
                  DEBTOR-IN-POSSESSION AS OF NOVEMBER 16, 2000
                 (A WHOLLY-OWNED SUBSIDIARY OF WHX CORPORATION)

                           CONSOLIDATED BALANCE SHEET

                                                                                            December 31,
                                                                       ----------------------------------------------------
                                                                                 2001                        2000
                                                                                         (Dollars in thousands)
                                       ASSETS
Current assets:
   Cash and cash equivalents                                                           $ 7,586                    $ 15,534
   Trade receivables, less allowance for doubtful
     accounts of $1,274 and $918                                                       106,462                     130,379
   Inventories                                                                         173,117                     211,166
   Prepaid expenses and deferred charges                                                 8,902                      18,866
                                                                        -----------------------     -----------------------
       Total current assests                                                           296,067                     375,945
Investment in associated companies                                                      58,650                      62,157
Property, plant and equipment, at cost less
   accumulated depreciation                                                            593,888                     666,454
Deferred income tax benefits                                                            28,881                      30,644
Due from affiliates, net                                                                     -                      16,602
Deferred charges and other assets                                                       13,379                      18,634
                                                                        -----------------------     -----------------------
                                                                                     $ 990,865                 $ 1,170,436
                                                                        =======================     =======================

                   LIABILITIES AND STOCKHOLDER'S EQUITY (DEFICIT)
Current liabilities:
   Trade payables                                                                     $ 60,342                    $ 53,091
   Short term debt                                                                     127,204                     123,911
   Payroll and employee benefits payable                                                26,273                      35,393
   Accrued federal, state and local taxes                                                7,697                       7,183
   Deferred income tax liabilities                                                      28,881                      30,644
   Accrued interest and other liabilities                                                5,513                       4,317
   Long-term debt due in one year                                                       40,344                           -
                                                                        -----------------------     -----------------------
        Total current liabilities                                                      296,254                     254,539
Long-term debt                                                                               -                      35,091
Other employee benefit liabilities                                                      13,711                       1,630
Other liabilities                                                                       19,386                      18,384
Liabilities subject to compromise                                                      915,118                     942,182
                                                                        -----------------------     -----------------------
        Total liabilities                                                            1,244,469                   1,251,826
                                                                        -----------------------     -----------------------

STOCKHOLDER'S EQUITY (DEFICIT):
Common stock - $.01 Par value; 100 shares
   issued and outstanding                                                                    -                           -
Additional paid-in capital                                                             335,138                     335,138
Accumulated deficit                                                                   (588,742)                   (416,528)
                                                                        -----------------------     -----------------------
                                                                                      (253,604)                    (81,390)
                                                                        -----------------------     -----------------------
                                                                                     $ 990,865                 $ 1,170,436
                                                                        =======================     =======================

                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       93

                         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,
                                                                        ---------------------------------------------------
                                                                               2001                2000             1999
                                                                               ----                ----             ----
                                                                                         (DOLLARS IN THOUSANDS)
Cash flows from operating activities:
Net loss                                                                    $(172,214)        $ (218,187)       $ (34,485)
Items not affecting cash from operating activities:
   Depreciation                                                                72,551             78,859           77,724
   Other postretirement benefits                                               (9,025)            (9,494)          (7,898)
   Deferred income taxes                                                            -             90,010          (19,653)
   Pension expense                                                                860              2,581            4,161
   Equity income of affiliated companies                                       (1,274)            (1,810)          (3,358)
   Reorganization expense (income)                                             (9,249)             2,592                -
Decrease (increase) from working capital elements:
   Trade receivables                                                           21,206             27,309          (23,184)
   Trade receivables sold (purchased)                                               -           (100,000)           5,000
   Inventories                                                                 36,705             41,029            7,144
   Trade payables                                                               7,251             69,191           30,833
   Other current assets                                                         9,824            (14,441)           1,716
   Other current liabilities                                                   (9,019)           (18,291)          13,667
   Other items--net                                                             2,732             35,431           (9,945)
                                                                        --------------     --------------    -------------
Net cash provided by (used in) operating activities                         $ (49,652)         $ (15,221)        $ 41,722
                                                                        ==============     ==============    =============

CASH FLOWS FROM INVESTING ACTIVITIES:
   Plant additions and improvements                                            (5,033)           (97,287)         (72,146)
   (Investments in) payments from affiliates                                    1,031                131            3,212
   Proceeds from sales of assets due to Chapter 11 proceedings                 16,808              2,967            1,460
   Dividends from affiliated companies                                          3,750              3,750            5,000
                                                                        --------------     --------------    -------------
Net cash provided by (used in) investing activities                          $ 16,556          $ (90,439)       $ (62,474)
                                                                        ==============     ==============    =============

CASH FLOWS FROM FINANCING ACTIVITIES:
   Long-term debt borrowings                                                    5,253             37,582            4,401
   Short term debt (DIP Facility) borrowings                                    3,293            123,911                -
   Short term debt borrowings (payments)                                            -            (79,900)          12,901
   Letter of credit collateralization                                               -                  -            8,229
   Receivables from affiliates                                                 16,602             39,601          (11,510)
                                                                        --------------     --------------    -------------
Net cash provided by financing activities                                    $ 25,148          $ 121,194         $ 14,021
                                                                        ==============     ==============    =============

(DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                               (7,948)            15,534           (6,731)
Cash and cash equivalents at beginning of year                                 15,534                  -            6,731
                                                                        --------------     --------------    -------------
CASH AND CASH EQUIVALENTS AT END OF YEAR                                      $ 7,586           $ 15,534              $ -
                                                                        ==============     ==============    =============

                 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                       94

                   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.

            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. 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 March 28,  2002,  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 April 25, 2002. 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 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.

                                       95

            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-"% 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. 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 aggregate
amount of up to $255 million.  The  aggregate  maximum  amount was  subsequently
reduced to $225  million on May 24, 2001 and to $175 million on January 2, 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.

            The DIP Credit Facility  required the immediate  repayment of 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  (the  "Pre-petition  Lenders") 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
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

                                       96

               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
$127.2 million and $123.9  million at December 31, 2001 and 2000,  respectively.
The weighted  average  interest  rates on the DIP Credit  Facility for revolving
loans were 7.4% and 10.1% in 2001 and 2000,  respectively.  Term loans under the
DIP Credit Facility totaled $34.4 million and $35.1 million at December 31, 2001
and 2000,  respectively.  At March 23,  2002  availability  under the DIP Credit
Facility was $4.6  million.  The DIP Credit  Facility  expires on the earlier of
November 17, 2002 or the  completion  of a Plan of  Reorganization.  The Company
intends to have  completed a plan of  reorganization  by November 16, 2002. 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.

            Net cash used by WPC's operating, investing and financing activities
for the 12 months ending December 31, 2001 totaled $7.9 million. Working capital
accounts (excluding cash,  short-term  borrowings and current maturities of long
term debt) provided  $66.0 million of funds.  Accounts  receivable  decreased by
$21.2 million. Inventories,  valued principally by the LIFO method for financial
reporting  purposes,  totaled $173.1 million at December 31, 2001, a decrease of
$36.7 million from December 31, 2000. Trade payables increased by $7.3 million.

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.

SALE OF PITTSBURGH-CANFIELD COMPANY ASSETS

            On June 29, 2001, the Company  executed an Asset Purchase  Agreement
with PCC Acquisition  Co., Inc., 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 $15 million  proceeds to
WPSC. An intercompany note receivable was recorded on PCC books.

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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,  will reduce 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 pay $5 million special bonus payments 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  were  also  scheduled  of 50 cents per hour in June 2004 and 60
cents per hour in June 2005.

            The  regular  pension  multiplier  will  increase  to $50 per  month
service for years up to 30 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 union'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.

            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

                                       98

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 43.9% of its net sales in
2001, 38.7% in 2000 and 43.7% in 1999. Wheeling-Nisshin was the only customer to
account for more than 10% of net sales.  Wheeling-Nisshin accounted for 14.6% of
net sales in 2001, 10.9% in 2000 and 16.2% in 1999. Geographically, the majority
of the  Company's  customers  are located  within a 350-mile  radius of the Ohio
Valley.   However,  the  Company  has  taken  advantage  of  its  river-oriented
production  facilities to market via barge into more distant  locations  such as
the  Houston,  Texas and St.  Louis,  Missouri  areas.  The Company has acquired
regional facilities to service an even broader geographical area.

REVENUE RECOGNITION

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

CASH AND CASH EQUIVALENTS

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

INVENTORIES

            Inventories  are  stated  at the  lower of cost or  market.  Cost is
determined  by the  last-in  first-out  ("LIFO")  method for  substantially  all
inventories.  In 2001 and  2000,  approximately  87% and 88%,  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.

                                       99

            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.

            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 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 - ADOPTED IN 2001 OR EARLIER

           Effective January 1, 2001, the Company adopted Statement of Financial
Accounting Standards (SFAS) No. 133, "Accounting for Derivative  Instruments and
Hedging  Activities,"  as amended by SFAS Nos. 137 and 138. This  Statement,  as
amended,  requires recognition of all derivatives at fair value as either assets
or  liabilities.  Changes in fair value of all  derivatives  are  recognized  in
earnings  immediately unless the derivative qualifies as a hedge. The Company is
not engaged in  significant  activity with respect to derivative

                                      100

instruments or hedging and the adoption effect was not material to the Company's
financial position or results of operations.

            In October 2000, the Emerging  Issues Task Force reached a consensus
in Issue No. 00-10 (EITF 00-10),  "Accounting for Shipping and Handling Fees and
Costs".  EITF 00-10  requires  companies  to classify  all  amounts  billed to a
customer in a sale transaction related to shipping and handling as revenue.  The
Company  adopted  EITF  00-10 with  effect  from  January  1, 2000.  Comparative
financial statement information for prior periods was reclassified to conform to
the requirements of EITF 00-10.

NEW ACCOUNTING STANDARDS  -- TO BE ADOPTED IN FUTURE PERIODS

         In June 2001, the Financial  Accounting  Standards  Board (FASB) issued
Statements of Financial  Accounting  Standards  No. 141 "Business  Combinations"
(SFAS No. 141),  No. 142 "Goodwill and Other  Intangible  Assets" (SFAS No. 142)
and No. 143 "Accounting for Asset Retirement Obligations" (SFAS No. 143).

         SFAS No. 141 requires that all business  combinations  initiated  after
June 30,  2001,  be  accounted  for under the purchase  method.  This  Statement
establishes specific criteria for the allocation of purchase price to intangible
assets  separately from goodwill for all business  combinations  made after June
30, 2001.

         SFAS No. 142 addresses the accounting for goodwill and other intangible
assets after an acquisition.  The most significant  changes made by SFAS No. 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 will adopt SFAS No. 142 effective January 1, 2002, as required.  The
adoption of SFAS 142 is not expected to have a material impact on the Company.

         SFAS No. 143 establishes a new accounting model for the recognition and
measurement  of  retirement  obligations  associated  with  tangible  long-lived
assets.  SFAS No. 143 requires that an asset  retirement  cost be capitalized as
part of the cost of the related  long-lived asset and subsequently  allocated to
expense  using a  systematic  and rational  method.  The Company will adopt this
Statement  effective  January 1, 2003, as required.  The  transition  adjustment
resulting  from the  adoption of SFAS No. 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.

         In  August  2001,  the FASB  approved  SFAS No.  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  will  adopt  the
Statement prospectively effective January 1, 2002.

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.

         On August 12, 1997, 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.

         As of December 31, 2001,  $138.1 million of fully vested funds are held
in trust for benefits earned under the hourly defined contribution pension plans
and $39.8  million of fully vested  funds are held in trust for benefits  earned
under the salaried employees defined contribution plan. Approximately 91% of the
assets are

                                       101

invested in equities and 9% are in fixed income investments. All plan assets are
invested by professional investment managers.

            All pension  provisions charged against income totaled $4.8 million,
$7.4 million, $10.3 million in 2001, 2000 and 1999, respectively.

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 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, 2001 totaled $137.1 million.

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

            In 1998, WHX merged WPC's defined benefit pension plan with those of
its wholly owned Handy & Harman ("H&H")  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 $0.9 million, $2.6 million
and $4.2 million in 2001, 2000 and 1999,  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.

                                       102

          The amounts accrued at December 31, included the following components.

                                                                                          POSTRETIREMENT BENEFITS
                                                                                            OTHER THAN PENSIONS
                                                                                ---------------------------------------------
                                                                                           (DOLLARS IN THOUSANDS)
                                                                                       2001                    2000
                                                                                       ----                    ----
Change in benefit obligation:
   Benefit Obligation at beginning of year                                                $276,192                 $ 270,186
   Service cost                                                                              2,180                     2,088
   Interest cost                                                                            20,561                    19,640
   Actuarial (gain) loss                                                                    19,690                     4,705
   Benefits paid                                                                           (20,989)                  (20,427)
   Increase due to Collective Bargaining Agreement                                          10,849                         -
   Transfer of PCC obligation to WHX plan                                                   (1,403)                        -
                                                                                -------------------   -----------------------
   Benefit Obligation at December 31                                                       307,080                   276,192
                                                                                -------------------   -----------------------

                                                                                -------------------   -----------------------
Fair value of plan assets at December 31                                                         -                         -
                                                                                -------------------   -----------------------

   Benefit obligation in excess of plan assets                                            (307,080)                 (276,192)
   Unrecognized prior service credit                                                       (13,963)                  (28,731)
   Unrecognized net actuarial (gain)loss                                                   (53,469)                  (79,934)
                                                                                -------------------   -----------------------
   Net amount recognized at December 31                                                   (374,512)                 (384,857)
                                                                                -------------------   -----------------------

   Amounts recognized in the statement of financial position consist of:
   Liabilities subject  to compromise                                                     (372,071)                 (383,278)
   Accrued benefit liability                                                                (2,441)                   (1,579)
                                                                                -------------------   -----------------------
   Net amount recognized                                                                $ (374,512)               $ (384,857)
                                                                                ===================   =======================

     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
                                                                  ---------------------------------------------------
                                                                         2001              2000              1999
                                                                                  (Dollars in Thousands)
Components of net periodic cost:
   Service cost                                                          $ 2,180          $ 2,088            $ 2,612
   Interest cost                                                          20,561           19,640             18,918
   Expected return on plan assets                                              -                -                 (6)
   Amortization of prior service credit                                   (3,918)          (3,918)            (3,918)
   Recognized actuarial (gain)/loss                                       (4,885)          (7,168)            (3,309)
                                                                  ---------------    -------------   ----------------
   Total                                                                $ 13,938         $ 10,642           $ 14,297
                                                                  ===============    =============   ================

                                       103

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

                                                              Postretirement Benefits
                                                                Other Than Pensions
                                                      -------------------------------------
                                                            2001                    2000
                                                              (Dollars in Thousands)

   Discount rate                                           7.25%                   7.75%
   Medical care cost trend rate                             9.5%                    8.5%

            For measurement  purposes,  medical costs are assumed to increase at
annual rates as stated  above and decline  gradually to 5.0% in 2007 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 $26.0 million and net periodic benefit cost of $4.3 million.  A 1%
decrease  in the  health  care cost  trend  rate  would  result  in  approximate
decreases in the accumulated  postretirement benefit obligation of $23.1 million
and net periodic benefit cost of $4.3 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, 2001, 2000 and 1999, the 401(k)
plan held 542,965 shares, 638,902 shares and 368,225 shares of WHX Common Stock,
respectively.   Costs   incurred   for   matching   contributions   amounted  to
approximately $1 million in each of 2000 and 1999.

  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 7.0% at  December  31, 2001 and 7.7% at
December 31, 2000. At December 31, 2001,  liabilities  of $0.4 million and $14.4
million were included in Other  Employee  Benefit  Liabilities  and  Liabilities
Subject to Compromise - Other  Liabilities,  respectively.  At December 31, 2000
this  liability  was $13.1  million and was included in  Liabilities  Subject to
Compromise - Other Liabilities.

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,  2001,  the   actuarially   determined   liability
discounted  at 7.25%  covering 386  assigned  retirees  and  dependents  and 174
orphans,  totaled $9.8 million. At December 31, 2000, the actuarially determined
liability  discounted at 7.75% covering 421 assigned retirees and dependents and
168 orphans,  totaled $9.4 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.

                                       104

NOTE E--INCOME TAXES

The  provision  (benefit)  for income  taxes for the years  ended  December  31,
consisted of the following:

                                                                 Year ended December 31,
                                              ------------------------------------------------------------
                                                    2001                   2000                  1999
                                                                 (Dollars in thousands)

Current
   Federal tax provision (benefit)                        $ -                    $ -             $ (1,188)
   State tax provision                                     17                     82                  118
                                              ----------------     ------------------     ----------------
Total income taxes current                                 17                     82               (1,070)

Deferred
   Federal tax provision (benefit)                          -                 90,010              (19,653)

                                              ----------------     ------------------     ----------------
Income tax provision (benefit)                           $ 17               $ 90,092            $ (20,723)
                                              ================     ==================     ================

            Total  federal and state  income  taxes paid in 2001,  2000 and 1999
were $0.1 million, $0.2 million and $0.3 million, respectively.

            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,
                                                    ----------------------------------------------------------------------------
                                                          2001                        2000                        1999
                                                          ----                        ----                        ----
                                                                             (DOLLARS IN THOUSANDS)

    Loss before taxes                                          (172,197)                   (128,095)                    (55,208)
                                                    ====================     =======================     =======================

Tax provision (benefit) at statutory rate                       (60,269)                    (44,833)                    (19,323)
Increase (reduction) in tax due to:
   Percentage depletion                                               -                        (242)                       (530)
   Equity earnings                                                 (388)                       (447)                       (844)
   State income tax net of federal effect                            11                          53                          77
   Change in valuation allowance                                 60,588                     149,681                        (428)
   Settlement of prior years taxes                                    -                     (23,895)                          -
   Other miscellaneous                                               75                       9,775                         325
                                                    --------------------     -----------------------     -----------------------
Tax provision (benefit)                                              17                      90,092                     (20,723)
                                                    ====================     =======================     =======================

                                       105

            The  composition of deferred  income tax assets and  liabilities are
shown in the following table:

                                                                                             DECEMBER 31,
                                                                        ---------------------------------------------------
                                                                                 2001                        2000
                                                                                 ----                        ----
                                                                                       (DOLLLARS IN MILLIONS)

ASSETS

Postretirement and postemployment employee benefits                                    $ 133.6                     $ 136.3
Operating loss carryforward (expiring in 2005 to 2021)                                   212.8                       144.7
Minimum tax credit carryforwards (indefinite carryforward)                                18.2                        18.2
Provision for expenses and losses                                                         17.5                        18.2
Leasing activities                                                                        15.5                        18.1
State income taxes                                                                         1.2                         1.3
Miscellaneous other                                                                        2.3                         4.8
                                                                        -----------------------     -----------------------
     Deferred tax assets                                                               $ 401.1                     $ 341.6
                                                                        -----------------------     -----------------------

LIABILITIES

Property, plant and equipment                                                           (125.7)                     (135.0)
Inventory                                                                                (32.0)                      (34.5)
State income taxes                                                                        (0.9)                       (0.9)
Miscellaneous other                                                                       (0.9)                       (0.9)
                                                                        -----------------------     -----------------------
     Deferred tax liability                                                             (159.5)                     (171.3)
Valuation allowance                                                                     (241.6)                     (170.3)
                                                                        -----------------------     -----------------------
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
tax attributes previously recorded - namely net operating losses and tax credits
- will not be  utilized.  In  2001,  the  valuation  allowance  reflected  a net
increase  in the amount of $71.3  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
not apply.  This had the effect of using $24.9 million of WPC  operating  losses
for which the Company  derived no benefit.  Effective  January 1, 2001,  the tax
sharing agreement was terminated.

            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.

                                       106

NOTE F--INVENTORIES

                                                                           DECEMBER 31,
                                                    --------------------------------------------------
                                                             2001                       2000
                                                             ----                       ----
                                                                 (DOLLARS IN THOUSANDS)

Finished products                                                 $ 40,295                   $ 42,115
In-process                                                          89,762                    106,241
Raw materials                                                       19,303                     38,626
Other materials and supplies                                        18,515                     23,202
                                                    -----------------------     ----------------------
                                                                   167,875                    210,184
LIFO reserve                                                         5,242                        982
                                                    -----------------------     ----------------------
                                                                 $ 173,117                  $ 211,166
                                                    =======================     ======================

            During  2001,  2000 and  1999,  certain  inventory  quantities  were
reduced,  resulting in  liquidations  of LIFO  inventories,  the effect of which
increased  income by  approximately  $4.8 million in 2001,  increased  income by
approximately  $3.4 million in 2000 and increased income by  approximately  $0.2
million in 1999.

NOTE G--PROPERTY, PLANT AND EQUIPMENT

                                                                              December 31,
                                                             -------------------------------------------
                                                                   2001                        2000
                                                                        (Dollars in thousands)

Land and mineral properties                                             $ 19,751               $ 24,909
Buildings, machinery and equipment                                     1,178,707              1,166,615
Construction in progress                                                  44,355                 62,130
                                                             --------------------     ------------------
                                                                       1,242,813              1,253,654
Less accumulated depreciation and amortization                           648,925                587,200
                                                             --------------------     ------------------
                                                                       $ 593,888              $ 666,454
                                                             ====================     ==================

            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 2001, 2000
and 1999  depreciation  under the modified  units of production  method was $6.6
million or 12.1% less,  $1.7 million or 2.8% less and $0.7 million or 1.3% more,
respectively, than straight line depreciation.

            As of December 31, 2001 and 2000, the Company had two capital leases
in the amount of $7.1 million which were classified as Other 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.

                                       107

                                                                                                     DECEMBER 31,
                                                                                              2001             2000
                                                                                              ----             ----
                                                                                              (DOLLARS IN THOUSANDS)
Other federal, state and local taxes                                                         $ 3,573           $ 6,109
Debt, see table below                                                                        356,384           356,885
Interest accrued through November 16, 2000                                                    13,738            13,773
Unfunded provisions related to retiree medical benefits (see Note D)                         372,071           383,278
Trade payables                                                                               131,391           143,643
Other liabilities                                                                             37,961            38,494
                                                                                        -------------    --------------
     Total liabilities subject to compromise recorded at December 31:                       $915,118          $942,182
                                                                                        =============    ==============

            Debt included in  liabilities  subject to compromise at December 31,
2001 and 2000 is summarized below:

                                                                            DECEMBER 31,
                                                                   2001                      2000
                                                                   ----                      ----
                                                                       (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                     7,619
                                                             ------------------     ---------------------
          Total Long-Term Debt(1)                                    $ 356,384                 $ 356,885
                                                             ==================     =====================

(1)         The fair value of  long-term  debt at  December  31,  2000 was $92.9
            million. Fair value of long-term debt was estimated based on trading
            in the public  market.  No estimate of fair value is  available  for
            December 31, 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 and
for the year ended  December 31, 2001 was $31.6  million.  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.

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.

                                       108

NOTE I--LONG TERM DEBT

                                                                DECEMBER 31,
                                                           --------------------------------------------------
                                                                    2001                       2000
                                                                    ----                       ----
                                                                        (DOLLARS IN THOUSANDS)

Term Loan - DIP Credit Facility (See Note A)                             $ 34,401                   $ 35,091
WHX Loan                                                                    5,000                          -
Other                                                                         943                          -
                                                           -----------------------     ----------------------
                                                                           40,344                     35,091
Less portion due within one year                                           40,344                          -
                                                           -----------------------     ----------------------
Long-Term Debt                                                                $ -                   $ 35,091
                                                           =======================     ======================

            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 (a) the  substantial
consummation  of a Plan of  Reorganization,  (b)  termination of the MOU, or (c)
December 31, 2002.

INTEREST COST

            Aggregate interest costs on debt and amounts  capitalized during the
three years ended December 31, 2001, are as follows:

                                                                2001                      2000                    1999
                                                                ----                      ----                    ----
                                                                   (DOLLARS IN THOUSANDS)

Aggregate interest expense on long-term debt                         $ 21,611                $ 42,467                  $ 40,965
Less:  Capitalized interest                                             4,163                   6,498                     3,034
                                                        ----------------------     -------------------   -----------------------
Interest expense                                                     $ 17,448                $ 35,969                  $ 37,931
                                                        ======================     ===================   =======================
Interest Paid                                                        $ 15,905                $ 29,049                  $ 40,485
                                                        ======================     ===================   =======================

NOTE J--STOCKHOLDER'S EQUITY

         Changes in capital accounts are as follows:
                                                                                        ACCUMULATED             CAPITAL IN
                                         COMMON STOCK                                    EARNINGS              EXCESS OF PAR
                                           SHARES                 AMOUNT                (DEFICIT)                 VALUE
                                    ---------------------   -------------------    --------------------   ----------------------
                                              (DOLLARS IN THOUSANDS)

Balance January 1, 1999                              100                    $0              $ (163,856)               $ 335,138
Net loss                                               -  #                  -                 (34,485)                       -
                                    ---------------------   -------------------    --------------------   ----------------------
Balance December 31, 1999                            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
                                    =====================   ===================    ====================   ======================

                                       109

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  monthly fee from the  Company of  $208,333  for nine months in
2000,  and  twelve  months in 1999 from the  Company.  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 to  Unimast  and PCC,
subsidiaries of WHX at prevailing market prices. During 2001, 2000 and 1999, the
Company shipped $2.2 million,  $13.2 million and $48.4 million,  respectively of
steel product to Unimast. During 2001, the Company shipped $7.0 million of steel
product to PCC.  Amounts due the Company  from  Unimast at December 31, 2001 and
2000 were $0.1 million and $2.4 million,  respectively.  Amounts due the Company
from PCC at December  31, 2001 were $0.5  million.  WHX  provided  funds for the
purchase of natural gas during  2001.  At December 31, 2001 the Company owed WHX
approximately $3.4 million for gas purchased.

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  $0.8  million,  $3.4 million and $7.7 million for 2001,  2000,  and
1999, respectively.  The Company has previously projected spending approximately
$19.5  million  in the  aggregate  on major  environmental  compliance  projects
through the year 2004,  estimated to be spent as follows:  $9.7 million in 2002,
$6.1 million in 2003 and $3.7 million in 2004.  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 $19.0 million
at December 31, 2001 and $17.1 million at December 31, 2000. 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.

                                       110

            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.

NOTE M--OTHER INCOME

                                                                                 DECEMBER 31,
                                                  -----------------------------------------------------------------------
                                                          2001                     2000                    1999
                                                          ----                     ----                    ----
                                                                            (DOLLARS IN THOUSANDS)

Interest and investment income                                    $ 973                $ 1,531                   $ 1,584
Equity income                                                     1,274                  1,810                     3,358
Receivables securitization fees                                       -                 (6,887)                   (5,876)
Other, net                                                       (1,896)                   531                     1,252
                                                  ----------------------    -------------------   -----------------------
                                                                  $ 351               $ (3,015)                    $ 318
                                                  ======================    ===================   =======================

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
professional  fee expense and cash  payments  related to  continuing  operations
during  2001 and 2000 were  $14.2  million  and $13.9  million  in 2001 and $4.1
million and $2.6 million for 2000, respectively.

            Other reorganization income (expense) items are summarized below:

                                                                                 DECEMBER 31,
                                                                 ---------------------------------------------
                                                                        2001                    2000
                                                                        ----                    ----
                                                                            (DOLLARS IN THOUSANDS)

Gain (loss) on sale or disposal of assets                                    $ (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)
                                                                 -------------------   -----------------------
                                                                            $ 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
Incorporated  ("Unimast"),  a  wholly-owned  subsidiary  of WHX,  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
                                       111

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, 2001 and December 31, 2000. The Company derived
approximately   14.6%  and  10.9%  of  its  revenues   from  sale  of  steel  to
Wheeling-Nisshin in 2001 and 2000, respectively.  The Company received dividends
of $3.8 million from  Wheeling-Nisshin in 2001 and 2000. Amounts due the Company
at December 31, 2001 totaled $1.4 million.

            The Company owns 50% of Ohio Coatings  Company (OCC).  OCC had total
debt  outstanding at December 31, 2001 and 2000 of  approximately  $48.2 million
and $50.0 million,  respectively.  Of the debt outstanding at December 31, 2001,
the Company is  obligated  to pay $12.1  million in the event of default by OCC.
The Company  derived  approximately  9.8% and 9.2% of its revenues  from sale of
steel to OCC in 2001 and 2000, respectively. Amounts due the Company at December
31, 2001 totaled $31.9 million, including an advance of $12.4 million.

                                       112

NOTE Q--SUMMARIZED COMBINED FINANCIAL INFORMATION OF THE SUBSIDIARY GUARANTORS OF THE 9"% SENIOR NOTES

                                                                                YEAR ENDED DECEMBER 31,
                                                          -------------------------------------------------------------
                                                                 2001                 2000                1999
                                                                 ----                 ----                ----
                                                                           (DOLLARS IN THOUSANDS)
Income Data
     Net sales                                                  $ 835,640           $ 1,119,031            $ 1,117,744
     Cost of products sold, excluding depreciation                865,613             1,053,185                993,499
     Depreciation                                                  72,551                78,859                 77,724
     Selling, administrative and general expense                   46,977                67,891                 63,201
     Reorganization and professional fee expense                   14,200                 4,140                      -
                                                          ----------------     -----------------     ------------------
     Operating loss                                              (163,701)              (85,044)               (16,680)
     Reorganization income (expense)                                7,978                (2,592)                     -
     Interest expense                                             (20,462)              (31,090)               (32,542)
     Other income (loss)                                            1,551                (6,006)                (4,470)
                                                          ----------------     -----------------     ------------------

     Income (loss) before tax                                    (174,634)             (124,732)               (53,692)
     Tax provision (benefit)                                       (1,603)               77,093                (20,183)
                                                          ----------------     -----------------     ------------------
     Net income (loss)                                         $ (173,031)           $ (201,825)             $ (33,509)
                                                          ================     =================     ==================

                                                                                          YEAR ENDED DECEMBER 31,
                                                                             ---------------------------------------------------
                                                                                      2001                        2000
                                                                                      ----                        ----
                                                                                           (DOLLARS IN THOUSANDS)
Balance Sheet Data
Assets
     Current assets                                                                       $ 295,775                   $ 375,520
     Non-current assets                                                                     624,974                     699,463
                                                                             -----------------------     -----------------------
Total assets                                                                              $ 920,749                 $ 1,074,983
                                                                             =======================     =======================
Liabilities and stockholder's equity (deficit)
     Current liabilities                                                                  $ 296,225                   $ 254,575
     Non-current liabilities                                                                909,723                     926,840
     Stockholder's equity (deficit)                                                        (285,199)                   (106,432)
                                                                             -----------------------     -----------------------
Total liabilities and stockholder's equity (deficit)                                      $ 920,749                 $ 1,074,983
                                                                             =======================     =======================

                                       113

NOTE R--SUBSEQUENT EVENTS

            To offset operating  losses and provide  additional  liquidity,  the
Company in January 2002,  negotiated additional wage deferrals through March 31,
2002.  The agreement was  contingent on the approval and  completion of loans in
the  amount  of $7  million  and $5  million  from the  States  of Ohio and West
Virginia,   respectively.  The  agreement  was  also  contingent  on  additional
financial  support from WHX. WHX provided $10 million in cash as prepayment  for
steel products to be shipped to steel consuming wholly owned subsidiaries of WHX
over the subsequent four months.  The wage and salary deferrals are estimated to
reduce cash payments by approximately $5 million through March 31, 2002.

NOTE S--QUARTERLY INFORMATION (UNAUDITED)
 Financial  results by quarter for the two fiscal years ended  December 31, 2001
and 2000 are as follows:

                                                                                NET              EARNINGS
                                                            GROSS              INCOME              (LOSS)
                                       NET SALES            PROFIT             (LOSS)            PER SHARE
                                       ---------            ------             ------            ---------

                                                        (Dollars in thousands)

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)
2000
     1st Quarter                        290,202             39,045              (5,130)              *
     2nd Quarter                        304,796             40,805              33,949
     3rd Quarter                        281,917             18,279             (21,371)
     4th Quarter                        242,116            (33,484)           (225,635)

Earnings  per share are not meaningful because the Company is a
wholly-owned subsidiary of WHX.

            In the fourth quarter 2000, the Company adopted EITF 00-10 (See Note
C). As a result, the Company  reclassified  previously  reported  information by
increasing  sales  and  cost  of  sales,  with  no  effect  on  income.  Amounts
reclassified in the first, second and third quarters of 2000 were $10.6 million,
$11.1 million and $9.4 million, respectively.

                                       114
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