WHX CORP - 10-K Annual Report

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, 2000.

/ / 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 31, 2001 was $20,739,054, 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 31, 2001 was 14,920,183, including 244,510 shares of redeemable
Common Stock.

Documents Incorporated by Reference: None.

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, among others, specialty wire, tubing, and fasteners, and precious
metals plating and fabrication; Unimast Incorporated ("Unimast"), a leading
manufacturer of steel framing and other products for commercial and residential
construction; and WHX Entertainment Corp., a co-owner of a racetrack and video
lottery facility located in Wheeling, West Virginia. 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."

Beginning in 1998 and continuing through 2000, record high levels of
illegally priced foreign steel imports have caused a marked deterioration of
steel prices, resulting in significant losses and irreparable harm to the
domestic steel industry. This record high level of illegally-priced foreign
steel imports over a three year period, coupled with indebtedness incurred by
the WPC Group as a result of a ten-month work stoppage which ended August 12,
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 WPC
Group's financial position and liquidity. These losses and erosion of liquidity
occurred notwithstanding increases in operating efficiencies resulting from the
modernization of facilities, various cost saving measures and the elimination of
20% of the hourly workforce negotiated in 1997. The WPC Group attempted to
negotiate Steel Emergency Guaranteed Loans under a Federal Loan Guarantee
Program, but such negotiations failed to produce an agreement satisfactory to
all parties, and in November of 2000 the WPC Group decided to reorganize under
the protection of the Federal Bankruptcy Code.

On November 16, 2000 (the "Petition Date"), the WPC Group filed
petitions for relief (the "Bankruptcy Filing") under Chapter 11 of the United
States Bankruptcy Code (the "Bankruptcy Code") in the United States Bankruptcy
Court for the Northern District of Ohio (the "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 (the "DIP
Credit Agreement") provided by Citibank, N.A., as initial issuing bank, Citicorp
U.S.A., Inc., as administrative agent, and certain lenders (the "DIP Lenders").
Pursuant to the DIP Credit Agreement, Citibank, N.A. has made term loan advances
to the WPC Group up to a maximum aggregate principal amount of $35 million. In
addition the DIP Lenders have agreed, subject to certain conditions, to provide
the WPC Group with revolving loans, swing loans and letter of credit
accommodations in an aggregate amount of up to $255 million. The term loans and
revolving loans are secured by first priority liens on the WPC Group's assets,
subject to valid liens existing on November 16, 2000, and have been granted
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. For
additional information concerning these developments, see Item 7 - Management's
Discussion and Analysis of Financial Condition and Results of Operations and
Notes A, H, and K to the Consolidated Financial Statements.

Handy & Harman

WHX acquired H&H in April 1998. H&H's business groups are the (a)
manufacturing and selling of non-precious metal wire, cable and tubing products,
primarily stainless steel and specialty alloy; (b) manufacturing and selling of
precious metals products and precision electroplated materials and stamped
parts; and (c) manufacturing and selling of other specialty products supplied to
the roofing, construction, natural gas, electric, and water industries. H&H's
products are sold to industrial
2

users in a wide range of applications which include the electric, electronic,
automotive original equipment, computer equipment, oil, refrigeration, utility,
telecommunications, medical and other 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 also publishes a daily price for
its fabricated silver and gold. The silver price 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.

Unimast

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.

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.

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

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 does
electroplating of electronic connector 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.

WHX Entertainment is a joint venture partner with Sportsystems
Corporation, which provides the operating management for the day-to-day
operations and sets the strategic direction to fully maximize the venture's
position in the emerging gaming market in the State of West Virginia. During
2000, the joint venture expanded the gaming facility by approximately 34,000-sq.
ft. and, in so doing, increased its gaming capacity by approximately 480 gaming
terminals, bringing its total to 1,200 gaming terminals. The joint venture will
benefit from this expansion in 2001 as these additional machines are in use for
the full fiscal year.

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.

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 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 315,000 tons of steel products in 2000 and 294,000 tons in 1999.
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.

WPC Group

The table below reflects the historical product mix of WPC's shipments,
expressed as a percentage of tons shipped compared to 1999 and earlier-year
levels:

Historical Product Mix
Year Ended December 31
-----------------------------------------------
Product Category: 2000 1999 1998 1997(1) 1996(1)
------- ------- ------- ------- -------
Higher Value-Added Products:
Cold Rolled Products--Trade 13.6% 10.6% 11.0% 5.6% 8.4%
Cold Rolled Products--Wheeling-Nisshin 13.9 19.4 19.0 7.7 16.6
Coated Products 11.5 16.0 17.5 12.3 21.5
Tin Mill Products 10.0 9.8 7.1 3.3 7.5
Fabricated Products 19.6 15.4 15.6 39.0 17.9
------- ------- ------- ------- -------
Higher Value-Added Products as a percentage 68.6% 71.2% 70.2% 67.9% 71.9%
of total shipments
Hot Rolled Products 30.9 28.8 29.5 20.0 28.1
Semi-Finished 0.5 -- 0.3 12.1 --
------- ------- ------- ------- -------
Total 100.0% 100.0% 100.0% 100.0% 100.0%
======= ======= ======= ======= =======
Average Net Sales Per Ton $475 $461 $511 $590 $543

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

Set forth below is a description of the Company'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 and electrogalvanized
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. WPC sells electrogalvanized products for application in the appliance
and construction 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 has phased out its existing
tin mill facilities and 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% of WPC's 2000 production of
hot-rolled production was further processed into value-added finished products.
Hot-rolled black or pickled (acid cleaned) coils are sold to a variety of
consumers such as converters/processors, steel service centers and the appliance
industries.

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

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

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

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

Wheeling-Nisshin

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

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

WPC's amended and restated supply agreement with Wheeling-Nisshin
expires in 2013. Pursuant to the amended supply agreement, WPC provides not less
than 75% of Wheeling-Nisshin's steel substrate requirements, up to an aggregate
maximum of 9,000 tons per week, subject to product quality requirements and
competitive pricing. Shipments of cold-rolled steel by WPC to Wheeling-Nisshin
were approximately 330,000 tons, or 14% of WPC's total tons shipped in 2000 and
approximately 473,000 tons, or 19.4% in 1999. Pursuant to the terms of the
agreements between WPC and Nisshin, for the 180 day period following the
Petition Date, Nisshin has 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. To date,
Nisshin has not exercised 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 2000 and 1999, OCC had an operating income of $3.8 million
and $2.1 million, respectively.

Customers

Handy & Harman

H&H is diversified across both industrial markets and customers. H&H
sells to the electronics, telecommunications, semi-conductor, computer,
aerospace, home appliance OEM, automotive, construction, utility, medical,
silversmith, and general manufacturing industries. In 2000, no customer
accounted for 5% of H&H's sales.

Unimast

Unimast is a leading manufacturer of steel framing and related
accessories for residential and commercial building construction. ___ Unimast's
10 largest customers accounted for approximately 38% of its net sales in 1998,
38.1% in 1999 and 37.2% in 2000. One customer accounted for 13.3%, 13% and 14.2%
of net sales in 1998, 1999 and 2000, respectively.

WPC Group

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 39.7% of its net sales
in 1998, 43.7% in 1999, and 38.7% in 2000. Wheeling-Nisshin accounted for 10.9%,
16.2% and 14.6% of net sales in 2000, 1999 and 1998, 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 is substantially less than the industry average.

Percent of Total Net Tons Shipped
Year Ended December 31,
--------------------------------------------
2000 1999 1998 1997(1) 1996(1)
----- ----- ----- ------- -------

Steel Service Centers 33% 30% 29% 32% 26%
Converters/Processors (2) 24 27 32 16 25
Construction 21 19 19 31 22
Agriculture 5 5 6 14 7
Containers (2) 11 11 8 2 7
Automotive 1 1 1 2 5
Appliances 2 3 2 2 4
Exports -- 1 1 -- 1
Other 3 3 2 1 3
----- ----- ----- ----- -----
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 Company'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. As a result of the second line expansion, the WPC Group's
shipments to Wheeling-Nisshin increased significantly beginning in 1993. The
converters/processors industry also represents a major outlet for their hot
rolled products, which are converted into finished commodities such as pipe,
tubing and cold rolled strip.

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

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

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

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

Appliances. The shipments to the appliance market are concentrated
in hot-dipped galvanized, electrogalvanized 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

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 purchased all
of its precious metals at free market prices from either 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, will be 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 during the
year 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 315,000 tons for the year ended December 31,
2000.

WPC Group

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's 12.5% equity ownership
interest in Empire Iron Mining Partnership was terminated in November of 2000.

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 2000, approximately 1.6 million tons of coking coal was consumed in the
production of blast furnace coke by the WPC Group. 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 8.75% of
its steel melt. The cost of these materials has been susceptible in the past to
price fluctuations, but worldwide competition in the steel industry has
frequently limited the ability of steel producers to raise finished product
prices to recover higher material costs. Certain of the WPC Group's raw material
supply contracts provide for price adjustments in the event of increased
commodity or energy prices.

Backlog

Unimast order backlog at December 31, 2000 was approximately 6,000
tons, as compared to 7,500 tons at December 31, 1999.

H&H has no material backlog.

The WPC Group's order backlog was 266,809 net tons at December 31,
2000, compared to 375,883 net tons at December 31, 1999. All orders related to
the backlog at December 31, 2000 are expected to be shipped during the first
half of 2001, 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 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 (including capitalized
interest) for 2000 were approximately $33.4 million. From 1996 to 2000, capital
expenditures aggregated approximately $76.1 million. H&H capital expenditures
included in this total are $47.5 for 1998 to 2000, reflecting WHX's acquisition
in 1998. This level of capital expenditures was needed to 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 H&H and Unimast will approximate depreciation, on average, over the next few
years.

The WHX Group has no obligation to fund any of the WPC Group's
future capital expenditures, and does not anticipate doing so. The WPC Group
anticipates that it will fund its capital expenditures in 2001 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 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 2000 were approximately $97.3 million, including $3.4 million on
environmental projects. From 1996 to 2000 such expenditures aggregated
approximately $268 million. 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 Company's major facilities at both the WHX Group and the
WPC Group that use natural gas have been equipped to use alternative fuels.
During 2000, coal constituted approximately 69% of the WPC Group's total energy
consumption, natural gas 25% and electricity 6%. The Company continually
monitors its operations regarding potential equipment conversion and fuel
substitution to reduce energy costs.

Employment

Total active employment of the Company at December 31, 2000
aggregated 6,991 employees. At December 31, 2000, H&H had 2,381 employees,
Unimast had 675 employees and the WPC Group had 3,935 employees.

Of the 3,056 employees of the WHX Group, 934 were salaried
employees, 873 were covered by collective bargaining agreements and 1,249 were
non-union operating employees.

Of the 3,935 employees of the WPC Group, 2,866 were represented by
the United Steel Workers of America ("USWA"), 85 by other unions, 925 were
salaried employees and the remainder of 59 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 temporarily to
waive certain provisions of the collective bargaining agreement regarding
guaranteed employment and temporarily to postpone certain "gainsharing" payments
that otherwise would be due.

Competition

Handy & Harman

H&H is one of the leading fabricators of precious metal products and
precision electroplating. 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, 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 products of the type
manufactured by H&H. Competition is based on quality, 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.

WHX Entertainment

Wheeling-Downs is the largest pari-mutuel greyhound racing and
related video lottery gaming facility in West Virginia. Besides competing with
other companies in the gaming industry and state lotteries, Wheeling-Downs must
also compete for recreational dollars with various other forms of entertainment
such as professional and collegiate sporting events, theme parks, and theatrical
productions. In addition, as technology improves it may face competition from
entities simulcasting dog and horse races from around the country and various
forms of wagering over the Internet. Finally, legislation may be enacted in the
future which liberalizes state gaming laws, allowing for more entrants into the
industry in West Virginia and greater competition.

WPC Group

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,
minimills and processors. Processors compete with WPC in the areas of slitting,
cold rolling and coating. Minimills are generally smaller-volume steel producers
that use ferrous scrap metals as their basic raw material. Compared to
integrated producers, minimills, which rely on less capital-intensive steel
production methods, have certain advantages. Since minimills 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
minimill capacity has been constructed and these minimills now compete with
integrated producers in product areas that traditionally have not faced
significant competition from minimills. In addition, there has been significant
additional flat-rolled minimill capacity constructed in recent years. These
minimills and processors compete with WPC primarily in the commodity flat-rolled
steel market. In the long term, such minimills 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 and 23% in 2000. Imports
surged in 1998 due to severe economic conditions in Southeast Asia, Latin
America, Japan and Russia, among others. Average import customs values in
December 2000 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.

Total annual steel consumption in the United States has fluctuated
between 88 million and slightly over 117 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
1,795,000 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
53,000 square feet) and owns nine non-operating or discontinued locations with a
total area of approximately 507,000 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.

WHX Entertainment

WHX Entertainment, through its joint venture ownership in
Wheeling-Downs Racing Association, owns a greyhound racetrack and gaming
facility in Wheeling, West Virginia.

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. The Ohio and West Virginia
locations, which are separated by the Ohio River, are connected by a railroad
bridge owned by WPC. 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
Company's facilities for further processing into value-added products.

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

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

Allenport, Pennsylvania:
Continuous pickler, tandem mill,
temper mill and annealing lines..................... 950,000 Cold-rolled sheets
Beech Bottom, West Virginia:
Paint line.......................................... 120,000 Painted steel in coil form
Canfield, Ohio:
Electrogalvanizing line, paint line,
ribbon and oscillating rewind slitters.............. 65,000 Electrolytic galvanized sheet and strip

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; Klamath Falls and Brooks, Oregon; Chehalis, Washington; Brandenton,
Florida; Fallon, Nevada; Binghamton, New York; 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

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 is also conducting a criminal investigation
relating to this matter and Strandflex is 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 appearing to be whether wire rope sold to
government agencies, either directly or indirectly, was misrepresented by
Strandflex as meeting MILSPEC specifications. On March 7, 2000, H&H was informed
by the U.S. Attorney that absent a negotiated settlement, the government will
seek a criminal indictment and unspecified civil damages against H&H based on
161 sales of wire rope by Strandflex during the period June, 1995 to July 1998.
H&H has entered into discussion with the United States Attorney to seek a
negotiated settlement of all criminal and civil claims. Those discussions are
ongoing. Strandflex is cooperating in the investigation and has produced various
documents, including testing data, sales records and internal H&H
correspondence. There are no known incidents of any Strandflex wire failing and
causing personal or property damages in any application. Settlement discussion
are continuing with the government. The Company believes it is adequately
reserved for this settlement. Annual sales of this product were $209,185 in 1999
and $100,725 in 2000.

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. (the "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.

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

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 the 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 A, H, and K to the Consolidated Financial Statements.

Environmental Matters

WPC, as are other industrial manufacturers, is subject to
increasingly stringent standards relating to the protection of the environment.
In order to facilitate compliance with these environmental standards, WPC has
incurred capital expenditures for environmental control projects aggregating
$9.5 million, $7.7 million and $3 million for 1998, 1999 and 2000 respectively.
WPC anticipates spending approximately $26.9 million in the aggregate on major
environmental compliance projects through the year 2003, estimated to be spent
as follows: $10.8 million in 2001, $11.3 million in 2002 and $4.8 million in
2003. 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 ("CERCLA")
or similar state statutes at several waste sites. WPC is subject to joint and
several liability imposed by CERCLA 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 CERCLA 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 five other sites (MIDC Glassport,

Tex-Tin, 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 (the "Clean Air Act") directly
affect the operations of many of WPC's facilities, including coke ovens. WPC is
presently 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 $1 million in
year 2001 for sampling at the site. It is also expected that remediation
measures will be necessary. Such measures could commence as early as 2002 with
the expenditure of $1 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 2000, WPC
has accrued stipulated penalties of approximately $3.5 million.

In June 1999, the Ohio Attorney General filed a lawsuit against WPC
alleging certain hazardous waste law violations at its Steubenville and
Yorkville, Ohio facilities and certain water pollution law violations at the
Company's Yorkville, Ohio facility relating primarily to the alleged unlawful
discharge of spent pickle liquor. The lawsuit contains forty-four separate
counts and seeks preliminary and permanent injunctive relief in addition to
civil penalties. Settlement negotiations with Ohio EPA are on-going and Ohio EPA
has demanded a civil penalty of $300,000.

As part of WPC's effort to resolve disputed enforcement issues with
Ohio EPA 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. Ohio EPA 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 Ohio EPA. Pursuant to ongoing settlement discussions, WPC
subsequently agreed to submit a revised closure plan. Ohio EPA 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 Ohio EPA'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, Ohio EPA 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.

WPC has experienced discharges of oil through NPDES permitted
outfalls at its Mingo Junction, Ohio and Allenport, Pennsylvania plants. WPC
spent approximately $3 million and $1.5 million in 2000 and 1999, 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
1989. 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 $850,000 in year
2001 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 $17.1
million at December 31, 2000 and $14.7 million at December 31, 1999. These
accruals were initially determined by WPC in January 1991, based on all then
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 WPC has adequately provided for its
present environmental obligations.

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.

(See Note A to the Consolidated Financial Statements)

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.

Item 4. Submission of Matters to a Vote of Security Holders

None.

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 31, 2001 was approximately 14,920,183 including 244,510 shares of
Redeemable Common Stock. 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 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
---- ---

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
1999
First Quarter........................................$ 11.75 $ 7.63
Second Quarter....................................... 9.00 6.38
Third Quarter........................................ 10.38 6.44
Fourth Quarter....................................... 10.06 7.81

As of March 31, 2001, there were approximately 11,516 holders of
record of WHX's Common Stock.

The Company intends to retain any future earnings for working
capital needs and to finance capital improvements, and presently does not intend
to pay cash dividends on its Common Stock for the foreseeable future. In
addition, 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
Preferred Stock until after October 1, 2002 at the earliest (see Note H to the
Consolidated Financial Statements).

Item 6. Selected Financial Data

Five-Year Statistical WHX CORPORATION
(Thousands of Dollars)

2000(a) 1999 1998(b) 1997(c) 1996(c)
------- ---- ------- ------- -------

Profit and Loss:
Net sales (d) ................................ $ 1,745,459 $ 1,764,699 $ 1,690,846 $ 662,307 $ 1,270,874
Cost of products sold (excluding
depreciation and amortization
and profit sharing) (d) ................... 1,509,393 1,483,061 1,425,920 740,933 1,134,407
Depreciation and amortization ................. 98,777 104,856 96,870 49,445 68,956
Profit sharing ................................ -- -- -- -- --
Selling, administrative and general expense (d) 142,373 137,615 116,840 68,190 70,971

Special charge ................................ -- -- 92,701 --
----------- ----------- ----------- ----------- -----------
Operating income (loss) ....................... (5,084) 39,167 51,216 (288,962) (3,460)
Interest expense on debt ...................... 86,222 87,851 78,096 29,047 25,963
Other income/(expense) ........................ (16,139) 26,420 89,696 50,668 25,974
----------- ----------- ----------- ----------- -----------
Income (loss) before taxes .................... (107,445) (22,264) 62,816 (267,341) (3,449)
Tax provision (benefit) ....................... 73,600 (6,430) 23,386 (93,569) (4,107)
----------- ----------- ----------- ----------- -----------
Income (loss) before extraordinary items ...... (181,045) (15,834) 39,430 (173,772) 658
Extraordinary items--net of tax ............... -- 896 2,241 (25,990) --
----------- ----------- ----------- ----------- -----------
Net income (loss) ............................. (181,045) (14,938) 41,671 (199,762) 658
Preferred stock dividends ..................... (20,607) 20,608 20,608 20,657 22,313
----------- ----------- ----------- ----------- -----------
Net income (loss) available to
common stock .............................. $ (201,652) $ (35,546) $ 21,063 $ (220,419) $ (21,655)
=========== =========== =========== =========== ===========
Basic income (loss) per share:
Income (loss) before extraordinary items ...... $ (14.10) $ (2.30) $ 1.04 $ (8.83) $ (.83)
Extraordinary items--net of tax ............... -- .06 .12 (1.18) --
----------- ----------- ----------- ----------- -----------
Net income (loss) per share ................... $ (14.10) $ (2.24) $ 1.16 $ (10.01) $ (.83)
=========== =========== =========== =========== ===========
Average number of common shares
outstanding (in thousands) .................... 14,304 15,866 18,198 22,028 26,176
Financial Position:
Cash, cash equivalents and short term
investments, net of short term
borrowings ................................ $ 74,516 $ 174,590 $ 230,584 $ 305,934 $ 412,359
Working capital ............................... 196,698 294,276 408,878 329,372 491,956
Property, plant and equipment--net ............ 173,790 816,501 819,077 738,660 755,412
Plant additions and improvements .............. 128,544 104,035 48,250 36,779 35,436
Total assets .................................. 913,516 2,673,566 2,712,084 2,061,920 1,718,779
Long-term debt ................................ 504,983 847,720 893,356 350,453 268,198
Stockholders' equity .......................... 174,996 377,471 446,512 453,393 714,437
Number of stockholders of record:
Common ........................................ 11,520 11,666 11,915 12,273 12,697
Series A Convertible Preferred ................ 36 32 31 42 42
Series B Convertible Preferred ................ 73 74 69 79 62
Employment
Employment costs .............................. $ 414,842 $ 443,333 $ 394,701 $ 204,004 $ 321,347
Average number of employees ................... 7,270 7,535 7,470 4,420 5,706

(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 the fourth quarter of 1996
and all of 1997 were adversely affected by the WPC strike.
(d) Net sales were restated pursuant to EITF Consensus No.
00-10 in the amounts of $47,899; $45,348; $20,211 and $38,179 for
the years 1999, 1998, 1997 and 1996, respectively. Cost of products
sold was restated in the amounts of $52,672; $49,485; $20,211 and
$38,170 for the years 1999, 1998, 1997 and 1996 respectively
selling, administrative, and general expense was restated in the
amounts of $4,773 and $4,136 for the years 1999 and 1998
respectively.

Notes to Five-Year Statistical Summary

In 1996, WPC experienced a work stoppage that began October 1, 1996
and continued through August 12, 1997 at eight of its plants in Ohio,
Pennsylvania and West Virginia. No steel products were produced or shipped from
these facilities during the strike. These facilities account for approximately
80% of the tons shipped by WPC on an annual basis.

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
million, net of tax, related to premium and interest charges required to defease
its 9 3/8% 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 A to the Consolidated Financial Statements), the
Company has, as of November 16, 2000, deconsolidated the balance sheet of its
wholly owned subsidiary WPC. As a result of such deconsolidation, the
accompanying consolidated balance sheet at December 31, 2000 does not include
any of the assets or liabilities of WPC and the accompanying December 31, 2000
Profit and Loss data includes the operating results of WPC for the period
January 1, 2000 through November 16, 2000. As of November 16, 2000, the Company
will account for its investment in WPC on the cost method.

During 2000, the Company did not make any purchases of common or
preferred stock.

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

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

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

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

o A decline in the general economic and business conditions and
industry trends and the other factors detailed from time to time in the
Company's filings with the Securities and Exchange Commission, including the
Company's Annual Report on Form 10-K for the year ended December 31, 2000 and
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000, June 30,
2000, and September 30, 2000, 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 has guaranteed $30
million of the senior secured term loan portion of the DIP Credit Agreement
provided to the WPC Group. There can be no assurance that the WPC Group will be
able to repay fully the term loan portion of the DIP Credit Agreement, in which
event WHX may be called upon to fund all or a portion of its $30 million
guaranty. If the guaranty is funded, there is little likelihood that the WPC
Group would be able to repay WHX its guaranty payments under such term loan;

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. In addition, the WHX Group may be
called upon to satisfy certain existing inter-company obligations with the WPC
Group. The amount of such obligations is likely subject to dispute, and the
resolution of such dispute and its impact on WHX is uncertain at this time;

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. During the pendency of the Chapter 11
cases, if the WHX Group continues to use the WPC Group's tax attributes to
shelter its taxable income, the WHX Group's inter-company obligations to WPC
will increase by an amount equal to the value of such tax savings;

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, 2000, 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. 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 the
WHX Group 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.

Bankruptcy Filing of the WPC Group

On November 16, 2000, the WPC Group filed petitions for relief under
Chapter 11 of the Bankruptcy Code. The Bankruptcy Filing was made 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.

The Bankruptcy Court has granted the WPC Group's motion to approve
a new $290 million 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. 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. In connection with
the Bankruptcy Filing, WHX has guaranteed $30 million of the term loan portion
of the DIP Credit Agreement and has deposited in a pledged asset account $33
million of funds in support of such guarantee. A portion of the earnings on the
pledged asset account accrue and are paid to WHX . The term loans and revolving
loans are secured by first priority liens on the WPC Group's assets, subject to
valid liens existing on November 16, 2000, and have been granted superpriority
administrative status, subject to certain carve-outs for fees payable to the
United States Trustee and professional fees. The DIP Credit Agreement contains
negative, affirmative and financial covenants, including a limitation on capital
expenditures through December 31, 2000 of $12.5 million, $42.5 million in fiscal
2001 and $60 million in fiscal 2002, and a requirement that the WPC Group have
$15 million of excess availability at all times. The terms of the DIP Credit
Agreement also include cross default and other customary provisions.

The DIP Credit Agreement expires November 16, 2002. Revolving
credit interest rates are based on the Citibank Base Rate plus 2% and/or
Eurodollar rate plus 3%. The margin over the prime rate and the Eurodollar rate
fluctuate based upon excess availability. The Term Loan interest rates are 13%
cash pay plus 3% deferred. Borrowings outstanding under the DIP Credit Agreement
at November 17, 2000 included the $35 million term loan, $163 million in
revolving credit borrowings and approximately $17 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.

Under Chapter 11, certain claims against the WPC Group in existence
prior to the filing of the petitions for relief under the Federal bankruptcy
laws ("pre-petition") are stayed while the WPC Group continues business
operations as debtors-in-possession. Claims secured against the WPC Group's
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 WPC Group's land, buildings
and equipment. May 16, 2001 was set by the Bankruptcy Court as the last date
creditors could file proofs of claim under the Bankruptcy Code. The Bankruptcy
Filing is an event of default under WPC's 9-1/4% Senior Notes. The Bankruptcy
Filing is not an event of default under any of the WHX Group's indentures or
credit facilities.

Pursuant to the provisions of the Bankruptcy Code, all actions to
collect upon any of the WPC Group's liabilities as of the petition date or to
enforce pre-petition date contractual obligations were automatically stayed.
Absent approval from the Bankruptcy Court, the WPC Group is prohibited from
paying pre-petition obligations, including principle and interest on WPC's
9-1/4% Senior Notes. However, the Bankruptcy Court has approved payment of
certain pre-petition liabilities such as employee wages and benefits and certain
other pre-petition obligations. Additionally, the Bankruptcy Court has approved
the retention of legal and financial professionals. As debtors-in-possession,
the WPC Group has the right, 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.

The WPC Group is currently developing a plan of reorganization (the
"Plan of Reorganization") through, among other things, discussions with the
official creditor committees appointed in the Chapter 11 cases.

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
has the exclusive right to file a Plan of Reorganization at any time during the
120-day period following November 16, 2000. The exclusive filing period has been
extended until June 14, 2001 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.

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. Following the solicitation period, the Bankruptcy Court will
consider whether to confirm the plan. In order to confirm a plan of
reorganization, the Bankruptcy Court, among other things, is required to find
that (i) with respect to each impaired class of creditors and equity security
holders, each holder in such class will, pursuant to the plan, receive at least
as much as such holder would receive in a liquidation, (ii) each impaired class
of creditors and equity security holders has accepted the plan by the requisite
vote (except as provided in the following sentence), and (iii) confirmation of
the plan is not likely to be followed by the liquidation of the WPC Group or a
need for its further financial reorganization or any successors to it unless the
plan proposes such liquidation or reorganization. If any impaired class of
creditors or equity security holders does not accept a plan and assuming that
all of the other requirements of the Bankruptcy Code are met, the proponent of
the plan may invoke the "cram down" provisions of the Bankruptcy Code. Under
these provisions, the Bankruptcy Court may confirm a plan notwithstanding the
non-acceptance of the plan by an impaired class of creditors or equity security
holders if certain requirements of the Bankruptcy Code 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. WHX, as the
holder of the capital stock of WPC, does not expect to receive any value in
respect of its equity interest in WPC.

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 the 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.

As a result of the Bankruptcy Filing, the financial results of WHX
from and after November 16, 2000 exclude the results of operations of the WPC
Group. The foregoing notwithstanding, factors that could cause the WPC Group's
actual results in future periods to differ materially include, but are not
limited to, the following:

o The WPC Group continues to incur losses subsequent to
the Petition Date. The WPC Group may not generate or have enough cash on hand
from operations and from the DIP Credit Agreement to fund its operations until
it is able to propose a plan of reorganization that will be acceptable to
creditors and other parties in interest and confirmed by the Bankruptcy Court;

o The WPC Group's creditors or landlords may take actions
that prevent or unduly delays confirmation of a plan of reorganization;

o The WPC Group's suppliers may stop providing supplies
or services or provide such supplies or services only on terms that could have
an adverse impact on the WPC Group's cash flow;

o The Bankruptcy Court may not confirm the WPC Group's
plan of reorganization when proposed;

o The WPC Group may not be able to obtain sufficient
additional financing sources to meet its future obligations. The WPC Group may
not be able to comply with the covenants in the DIP Credit Agreement;

o The WPC Group's overall long-term operational
reorganization and financial restructuring plan may fail;

o The WPC Group's results of operations are sensitive to
steel prices realized in the market, and the continuation of steel prices at
current levels would continue to have a material adverse effect on the WPC
Group's business;

o The WPC Group's business requires that it expend
substantial capital to maintain its productivity and facilities. Terms of the
DIP Credit Agreement and cash flow may not permit such expenditures;

o The costs of complying with environmental standards
continues to increase and the WPC Group may be unable to meet such costs; in the
event that WPC Group is unable to fund these costs, claims may be made against
WHX for payment of such costs;

o The steel industry is very competitive, and the WPC
Group faces competition from both foreign and domestic producers who may have
lower operating costs, more modern facilities and greater access to capital;

o The WPC Group may suffer an inability to attract and
retain qualified personnel; and

o There may occur a further decline in the general
economic and business conditions and industry trends affecting the steel
industry.

Outcomes

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

o The WPC Group could reorganize, and their
creditors could receive all or a portion of their
claims.

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 and continue to operate the WPC Group
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 payment of the disputed inter-company account to the WPC
Group, payments that may be required pursuant to the terms of the tax sharing
agreement and any payment that may result under the Company's guarantee of the
term loan portion of the DIP Credit Agreement. It is also reasonably 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 at the present time, the
cash funding obligations 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. Reference is made to Note C of the Consolidated
Financial Statements.

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, among others, specialty wire, tubing, and
fasteners, and precious metals plating and fabrication; Unimast, a leading
manufacturer of steel framing and other products for commercial and residential
construction; and WHX Entertainment Corp., a co-owner of a racetrack and video
lottery facility located in Wheeling, West Virginia. 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.

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 declined by $32 million at the WPC Group operations. Net
sales of the WPC Group for the ten and a half-month period of 2000 totaled $1
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 from $446 per ton shipped to $487 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 year of 1999. H&H sales of $469 million in 2000 equaled the same
amount of sales in 1999. Strong sales of electronic materials (aided by the
market price of palladium, which is almost double the 1999 price level) and
specialty tubing were offset by weaker sales performance of specialty wire as
well as the offset of lower silver metal prices in H&H's precious metals
division. The change in the overall economy in the fourth quarter of 2000
diluted the revenue gains achieved though the first three quarters of 2000.
Unimast sales increased $12.3 million to $239 million in 2000 compared to $227.0
in 1999, as a result of increased shipment levels to 315,000 tons of shipments
in 2000 from 294,000 tons in 1999.

Costs for 2000 increased to $1.51 billion from $1.48 billion in
1999. Costs at WPC were $955 million for 10 1/2 months of 2000, compared to $946
million for the full year 1999. Cost of goods sold for the WPC Group increased
from $395 per ton shipped in 1999 to $447 per ton shipped in the ten and
half-month period of 2000. The increase in operating costs per ton reflects
lower production levels due to a planned outage of all aspects 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 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. H&H costs were down slightly in 2000 at $355.7 million compared to
$360.5 million in 1999. H&H's costs decreased primarily due to lower average
prices for silver used in fabricated products and efficiencies gained in H&H's
electronic plating operations. This decrease was substantially offset by a $3
million loss realized in 2000 on the sale of precious metals. Unimast costs were
up by $15.1 million to $206.5 million in 2000 as compared to $191.4 million in
1999.

Depreciation and amortization expense decreased to $98.8 million in
2000 from $104.9 million in 1999. The decrease is caused by the WPC Group's
inclusion for only ten and one half months in 2000, declining $7.9 million,
offset by $1.2 million higher amortization at Unimast, the result of the July
1999 acquisition of Vinyl Corporation.

Selling, administrative and general expenses for 2000 increased by
$4.8 million to $142.4 million from $137.6 million in 1999. The WPC Group's
selling, administrative and general expense decreased to $60.9 million in the
ten and a half-month period of 2000 from $63.3 million in 1999. The decrease is
due primarily to the disparate periods, but is offset by additional costs due to
an increased marketing effort in 2000 and expansion of the fabricated products
division during 2000. H&H selling, administrative and general expenses for 2000
increased $8.8 million to $70.9 million as compared to $62.1 million in 1999.
H&H's selling, administrative and general expenses increases are due to a bad
debt increase related to an outside precious metal refinery bankruptcy, various
costs and reserves for legal matters and increased premium costs for health and
worker's compensation insurance. Unimast selling, administrative and general
expense for 2000 is down $.1 million to $13.3 million from $13.4 million in 1999
despite the increase in sales in 2000.

Interest expense decreased to $86.2 million in 2000 from $87.9
million in 1999. 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. 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.

Other income decreased $42.5 million, creating $16.1 million of
other expense in 2000, compared to $26.4 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, 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.

1999 Compared to 1998

Net sales for 1999 increased to $1.77 billion from $1.69 billion in
1998. Sales declined by $54.7 million at the WPC Group operations, as increased
steel shipments were offset by a continued weakness in steel prices. The WPC
Group's sales were also negatively affected by reduced sales of coke during 1999
as compared to 1998, which included sales of excess coke produced during WPC's
ten-month strike that ended August 1997. Comparative sales increased by $115.8
million at H&H, as 1999 was the first full reporting year since H&H's
acquisition on April 13, 1998. On a pro forma basis, H&H sales actually declined
in 1999 compared to 1998 by $4.7 million, reflecting lower precious metal and
stainless steel pricing in 1999. Sales increased $12.9 million to $227 million
at Unimast compared to $214.1 million in 1998, reflecting record steel shipments
of over 294,000 tons in 1999.

Costs for 1999 increased to $1.48 billion from $1.43 billion in
1998. Operating costs increased by $9.9 million at the WPC Group operations,
reflecting the higher volume of shipments partially offset by lower raw material
costs and the absence of coke sales as compared to 1998. Included in the 1998
costs are unfavorable physical inventory adjustments of $4.5 million. H&H's
operating costs in 1999 increased by approximately $75.5 million, reflecting a
full reporting year in 1999 compared to a partial year in 1998. On a pro forma
basis, H&H operating costs declined by $16.8 million, reflecting lower raw
material costs in 1999 versus 1998. Unimast's operating costs in 1999 increased
by $2.6 million compared to 1998 reflecting the general increase in the level of
operating activity.

Depreciation and amortization expense increased to $104.9 million in
1999 from $96.9 million in 1998. Increased depreciation is principally due to
H&H's inclusion for a full year in 1999, compared to a partial year in 1998.
Amortization increased $1.4 million reflecting a full year of amortization of
goodwill acquired in the H&H acquisition.

Selling, administrative and general expense for 1999 increased by
$20.7 million to $137.6 million in 1999. The increase is primarily due to H&H
reporting a full year in 1999 compared to a partial year in 1998.

Interest expense increased to $87.9 million in 1999 from $78.1
million in 1998. The increase is due to the issuance of the 10 1/2% Senior Notes
in March 1998 for the purchase of H&H, as well as the assumption of H&H's
outstanding indebtedness.

Other income decreased $63.3 million to $26.4 million in 1999 as
compared to $89.7 million in 1998. The decrease is due primarily to the
difference in realized and unrealized gains on short-term investments in 1999
compared to 1998.

The tax benefit for 1999 and the provision for 1998 were $6.4
million and $23.4 million, respectively, and are based on pre-tax income or loss
before extraordinary items. The Company pays taxes under the alternative minimum
tax system and records the effect of deferred tax assets and liabilities caused
by temporary tax adjustments.

Loss before extraordinary items in 1999 totaled $15.8 million or
$2.30 per diluted share of common stock, compared to income before extraordinary
items of $39.4 million, or $.99 per diluted share of common stock in 1998. The
1999 extraordinary gain of $1.4 million ($.9 million net of tax) and the 1998
extraordinary gain of $3.4 million ($2.2 million net of tax) represents the
discount on the purchase of $20.5 million and $48 million aggregate principal
amount of 10 1/2% Senior Notes, respectively, in the open market.

Net loss for 1999 totaled $14.9 million, or $2.24 per diluted share
of common stock after deduction of preferred stock dividends. The 1998 net
income was $41.7 million, or $1.11 per diluted share of common stock after
deduction of preferred stock dividends.

Liquidity and Capital Resources

Overview

Cash flows provided by (used in) operating, investing and financing
activities for 2000 totaled $201.8 million, ($158.7 million) and ($31.3
million), respectively, of which $98.6 million, ($88.3 million) and $7.4
million, respectively, were generated (used by) the WPC Group. 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 the
Company has no current intention to provide the WPC Group with additional cash
funds other than what may be required in settlement of the disputed
inter-company account (see Note A to the Consolidated Financial Statements),
amounts that may be required to be paid in future periods pursuant to the tax
sharing agreement, any payment that may result under the Company's guarantee of
the term loan portion of the DIP Credit Agreement, and the Company may elect to
provide additional funding to the WPC Group if it is in the best interest of the
Company. Short term trading investments and related short-term borrowings are
reported as cash flow from operating activities and provided a net $94.5 million
of funds in 2000 versus $59.7 million in 1999. Working capital accounts
(excluding cash, short-term investments, short-term borrowings and current
maturities of long term debt) provided $125.1 million of funds. Accounts
receivable decreased by $9.4 million, trade payables increased by $50.9 million,
and other current liabilities increased $6.1 million primarily caused by the
effect of the WPC deconsolidation. Inventories, valued principally by the LIFO
method for financial reporting purposes, totaled $150.3 million at December 31,
2000, a decrease of $57.4 million from December 31, 1999.

In connection with the term loan portion of the WPC Group's
debtor-in-possession financing, WHX deposited $33 million in escrow in support
of its $30 million guarantee of such loan. Such funds are required to remain in
escrow until November 2, 2002, the expiration date of the WPC Credit Agreement.
In the event that the WPC Group is unable to repay the Term Loan, $30 million of
these escrow funds will be paid to lenders.

The WHX Group has a significant amount of outstanding indebtedness,
and their 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 foreseeable future. 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.

In 2000, $128.5 million was spent on capital improvements including
$3 million on environmental control projects. The WPC Group accounted for $95.1
million of the total capital expenditures and $3 million of the environmental
project spending. It is anticipated that capital expenditures 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. In the event that the WPC Group is unable to fund
their environment control capital expenditures, claims may be made against WHX
for payment of such costs.

The Company's operating segments in the WHX Group and the WPC Group
maintain separate and distinct credit facilities with various financial
institutions.

WHX Group

On October 4, 2000 WHX successfully completed a solicitation of
consents from holders of its 10 1/2% Senior Notes due 2005 (the "Notes") to
amend certain covenants and other provisions of the indenture dated as of April
7, 1998 (the "Indenture") governing the Notes. The Supplemental Indenture
reflecting such amendment (the "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 (the "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, 2000 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. In addition, the H&H Facilities
required H&H to procure an interest rate hedge agreement covering a notional
amount of not less than $125 million for a period of no less than three years.
H&H has 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 is 6.75% percent, effective September 22, 2000, with a termination date of
September 20, 2001. The H&H Facilities replaced H&H's $125 million Senior Notes
due 2004 and its unsecured Revolving Credit Facility. Borrowings outstanding
under the H&H Facilities at December 31, 2000 totaled $192.4 million. Letters of
credit outstanding under the H&H Facilities were $15.1 million at December 31,
2000. Total funds available under the H&H Facilities at December 31, 2000 were
$41.2 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 Incorporated ("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 is for
general corporate purposes, including working capital needs and capital
expenditures up to $50 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 plus .25% or a Eurodollar rate
plus 1.75%. 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 .875% for a commercial LC and 1.75% 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, and its subsidiaries. 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. Borrowings outstanding
against the Unimast RCA at December 31, 2000 totaled $21 million. Letters of
credit outstanding under the Unimast RCA totaled $6.1 million at December 31,
2000. Total funds available under the Unimast RCA at December 31, 2000 were
$19.2 million. The Bankruptcy Filing of the WPC Group is not an event of default
under the Unimast RCA.

As of December 31, 2000, the WHX Group had consolidated cash and
short-term investments, net of related investment borrowings, of $74.1 million,
as compared to $174.6 million at December 31, 1999. The decreases in cash and
short term investments includes the $33 million that was pledged in support of
the term loan portion of the WPC Group term loan, the payment of WHX term loan
interest in the amount of $29.6 million, the payment of $20.6 million of the WHX
preferred dividends and the decline in the fair market value of WHX's portfolio
trading investments.

The Company is required to record income tax expense at statutory
rates. However, it is able to use its significant income tax loss carry forwards
to minimize its actual income tax payments. However, to the extent the WHX Group
utilizes the income tax loss carryforwards of the WPC Group, the resulting tax
savings must be paid to the WPC Group pursuant to the provisions of the tax
sharing agreement.

Short-term liquidity is dependent, in large part, on cash on hand,
investments and general economic conditions. 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, the Unimast and H&H Revolving Credit Facilities and funds generated
from operations. The WHX Group believes that such sources can provide the WHX
Group with sufficient funds to satisfy its working capital and capital
expenditure requirements. External factors, such as production and demand and
currency exchange rates, could materially affect the WHX Group or its various
subsidiaries, liquidity, results of operations and financial condition.

WPC Group

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

Net cash flow provided by the WPC Group's operating, investing and
financing activities for the period January 1 through November 16, 2000 totaled
$17.7 million. Working capital accounts (excluding cash, short-term borrowings
and current maturities of long term debt) provided $67.6 million of funds.
Accounts receivable increased by $5.8 million, excluding a $5 million sale of
trade receivables under the Receivables Facility. Inventories, valued
principally by the LIFO method for financial reporting purposes, totaled $235.4
million at November 16, 2000, a decrease of $16.8 million from December 31,
1999. Trade payables increased by $45.8 million.

In 2000, $95.1 million was spent on capital improvements including
$3 million on environmental control projects. As new information becomes
available, including information provided by third parties, and as laws and
regulations change, the liabilities are reviewed and the accruals adjusted
quarterly. 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 prepetition 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 which was fully drawn at
closing and (2) a Revolving Credit Facility of up to $255 million. 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 Agreement expires
November 16, 2002. Revolving credit interest rates are based on the Citibank
Base Rate plus 2% 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 November 17, 2000
included the $35 million term loan, $163 million in revolving credit borrowings
and approximately $17 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 has
guaranteed $30 million of the term loan portion of the DIP Credit Agreement and
has deposited in a pledged asset account $33 million of funds in support of such
guarantee. A portion of the earnings on the pledged account accrue and are paid
to WHX.

On May 27, 1999, WPSC renegotiated its $100 million Receivables
Facility agreement on similar terms and conditions to its previous facility. On
June 30, 2000 WPSC amended the Receivables Facility to increase the program
limits from $100 million to $115 million and on September 22, 2000 lowered the
program limit to $105 million. Fees paid by WPSC under such agreement range from
approximately 5.91% to 9.62% of the outstanding amounts of receivables sold.
Borrowings under the DIP Credit Agreement in the amount of $105 million were
used to repay all outstanding obligations under the Receivables Facility.

On April 30, 1999, WPSC entered into a Third Amendment and Restated
Revolving Credit Facility ("WPSC Revolving Credit Facility") with Citibank, N.A.
as agent. The WPSC Revolving Credit Facility, as amended, provides for
borrowings for general corporate purposes up to $150 million including a $25
million sub-limit for letters of credit. Interest rates are based on the
Citibank Prime Rate Plus $1.25% and/or a Eurodollar rate plus 2.25%. The margin
over the prime rate and the Eurodollar rate can fluctuate based upon
performance. Borrowings under the DIP Credit Agreement in the amount of $84.7
million were used to repay and satisfy all obligations under WPSC's Revolving
Credit Facility. Upon repayment, the WPSC Revolving Credit Facility and all
related documents were terminated.

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
Company has not engaged in significant activity with respect to derivative
instruments or hedging activities in the past. 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.

During the third quarter 2000, the EITF issued EITF Consensus No.
99-19, "Reporting Revenue Gross as a Principal versus Net as an Agent", which
addresses whether certain cost items should be reported as a reduction of
revenue or as a component of cost of sales and EITF Consensus No. 00-10,
"Accounting for Shipping and Handling Fees and Costs" ("EITF 00-10"), which
addresses the classification of cost incurred for shipping goods to customers.
These new pronouncements are effective no later than the fourth quarter of
fiscal years beginning after December 15, 1999. As a result of adopting EITF
00-10, the Company has reclassified costs in the Consolidated Statements of
Operations for 1999 and 1998 as follows:

1999 1998
---- ----
(Dollars in Thousands)
Increased Sales $47,899 $45,348
Increased Cost of sales $52,672 $49,485
Decreased SG&A $ 4,773 $ 4,137

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, precious
metals and steel products. To a lesser extent, the Company is exposed to the
risk of price fluctuation on coal, coke, natural gas liquids, electricity and
certain nonferrous metals used as raw materials. 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, 2000, the WHX Group held $21.9 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 2000, a hypothetical 10% decrease in the value of the equity trading
securities would have resulted in a $2.2 million unfavorable impact on pretax
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 E 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. Redeemable common stock is recorded at the
estimated redemption amount that approximates fair market value.

At December 31, 2000, the Company's investment portfolio included
U.S. government fixed income securities totaling $1.2 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 2000, the Company recognized realized
and unrealized losses totaling $24.5 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 E 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, 2000, a majority of the Company's portfolio of long-term debt
consisted of fixed-rate instruments. Accordingly, the fair value of such
instruments may be relatively sensitive to effects of interest rate
fluctuations. In addition, the fair value of such instruments is also affected
by investors' assessments of the risks associated with industries in which the
Company operates as well as the Company's overall creditworthiness and ability
to satisfy such obligations upon their maturity. However, the Company's
sensitivity to interest rate declines and other market risks that might result
in a corresponding increase in the fair value of its fixed-rate debt portfolio
would only have an unfavorable effect on the Company's result of operations and
cash flows to the extent that the Company elected to repurchase or retire all or
a portion of its fixed-rate debt portfolio at an amount in excess of the
corresponding carrying value.

The Company has entered into an interest rate swap for certain of
its variable-rate debt. The swap agreement covers a notional amount of $125
million and converts $125 million of its variable-rate debt to fixed rate with
Citibank, N.A. New York. The fixed rate is 6.75%, effective September 22, 2000,
with a termination date of September 20, 2001.

(See Note H to the Consolidated Financial Statements)

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.

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, 2000 and 1999, and the results of their operations
and their cash flows for each of the three years in the period ended December
31, 2000, 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 A, 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
inter-company accounts, environmental obligations and pension obligations.

PricewaterhouseCoopers LLP
New York, New York
April 26, 2001

WHX CORPORATION
Consolidated Statement of Operations

Year ended December 31,
-----------------------
2000 1999 1998
---- ---- ----
(in thousands except per share)
Revenues:
Net sales ......................................... $ 1,745,459 $ 1,764,699 $ 1,690,846
Cost and expenses:
Cost of products sold, excluding depreciation ..... 1,509,393 1,483,061 1,425,920
Depreciation and amortization ..................... 98,777 104,856 96,870
Selling, administrative and general expense ....... 142,373 137,615 116,840
----------- ----------- -----------
1,750,543 1,725,532 1,639,630
Operating income (loss) ........................... (5,084) 39,167 51,216
Interest expense on debt .......................... 86,222 87,851 78,096
Other income (expense) ............................ (16,139) 26,420 89,696
----------- ----------- -----------
Income (loss) before taxes and extraordinary
items ......................................... (107,445) (22,264) 62,816
Tax provision (benefit) ........................... 73,600 (6,430) 23,386
----------- ----------- -----------
Income (loss) before extraordinary items .......... (181,045) (15,834) 39,430
Extraordinary items--net of tax ................... -- 896 2,241
----------- ----------- -----------
Net income (loss) ................................. (181,045) (14,938) 41,671
Dividend requirement for preferred stock .......... 20,607 20,608 20,608
----------- ----------- -----------
Net income (loss) available to common stock ....... $ (201,652) $ (35,546) $ 21,063
=========== =========== ===========
Basic income (loss) per share of common stock
Income (loss) before extraordinary item $ (14.10) $ (2.30) $ 1.04

Extraordinary item--net of tax .................... -- .06 .12
----------- ----------- -----------
Net income (loss) per share ....................... $ (14.10) $ (2.24) $ 1.16
=========== =========== ===========
Income (loss) per share of common stock
--assuming dilution

Income (loss) before extraordinary item ........... $ (14.10) $ (2.30) $ .99
Extraordinary item--net of tax .................... -- .06 .12
----------- ----------- -----------
Net income (loss) per share--assuming dilution .... $ (14.10) $ (2.24) $ 1.11
=========== =========== ===========

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

WHX CORPORATION
Consolidated Balance Sheets Year ended December 31,
-----------------------
2000 1999
---- ----
(in thousands)
ASSETS
Current assets:
Cash and cash equivalents ....................................... $ 4,837 $ 10,775
Short term investments .......................................... 69,319 659,356
Trade receivables, less allowance for doubtful accounts
of $1,339 and $2,306 ........................................ 83,929 141,091
Inventories ..................................................... 150,269 441,869
Prepaid expenses and deferred charges ........................... 11,472 14,622
Due from WPC .................................................... 20,878 --
----------- -----------
Total current assets ........................................ 340,704 1,267,713
Restricted Cash ................................................. 33,000 --
Investment in associated companies .............................. 18,229 80,490
Property, plant and equipment, at cost less
accumulated depreciation and amortization ................... 173,790 816,501
Intangibles, net of amortization ................................ 282,821 280,766
Deferred income taxes ........................................... -- 123,033
Prepaid pension asset ........................................... 37,755 40,336
Deferred charges and other assets ............................... 27,217 64,727
----------- -----------
$ 913,516 $ 2,673,566
=========== ===========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Trade payables .................................................. $ 46,477 $ 171,229
Accrued liabilities ............................................. 32,273 40,523
Short-term debt ................................................. 6,000 599,447
Payroll and employee benefits ................................... 6,511 78,162
Federal, state and local taxes .................................. 1,362 14,473
Deferred income taxes--current .................................. 18,562 67,793
Due to WPC ...................................................... 31,952 --
Long-term debt due in one year .................................. 929 1,810
----------- -----------
Total current liabilities ................................... 144,006 973,437
Long-term debt .................................................. 504,983 847,720
Deferred income taxes-non current ............................... 21,289 --
Other employee benefit liabilities .............................. 8,404 400,425
Loss in excess of investment in WPC ............................ 39,783 --
Other liabilities ............................................... 17,409 71,181
----------- -----------
735,874 2,292,763
----------- -----------
Redeemable common stock--245 shares and 282 shares .............. 2,646 3,332
----------- -----------
Stockholders' Equity:
Preferred stock--$.10 par value; authorized 10,000
shares; issued and outstanding: 5,883 shares ................ 589 589
Common stock $.01 par value; authorized 60,000
shares; issued and outstanding: 14,590 and 14,145 shares .... 146 141
Accumulated other comprehensive income (loss) ................... (1,501) 945
Additional paid-in capital ...................................... 555,479 553,861
Accumulated earnings (deficit) ................................. (379,717) (178,065)
----------- -----------
174,996 377,471
----------- -----------
$ 913,516 $ 2,673,566
=========== ===========

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

WHX CORPORATION
Consolidated Statement of Cash Flows
Year Ended December 31,
-----------------------
2000 1999 1998
---- ---- ----
(in thousands)
Cash flows from operating activities:
Net income (loss) ....................................................... $(181,045) $ (14,938) $ 41,671
Items not affecting cash from operating activities:
Depreciation and amortization ....................................... 101,539 104,856 96,870
Other postretirement benefits ....................................... (7,871) (8,065) (8,409)
Extraordinary items, net of tax ..................................... -- (896) (2,241)
Deferred income taxes ............................................... 70,643 (9,264) 19,575
(Gain) loss on asset dispositions ................................... (65) 408 (8,998)
Pension expense ..................................................... 2,090 4,341 9,236
Equity loss (income) in affiliated companies ........................ (4,086) (4,343) (5,699)
Decrease (increase) in working capital elements, net of effect of
acquisitions:
Trade receivables ................................................... 4,383 (47,427) (7,487)
Trade receivables sold .................................................. 5,000 5,000 26,000
Inventories ......................................................... 57,376 26,214 (4,821)
Short term investments-trading ...................................... 590,037 51,638 (142,069)
Investment account borrowings ....................................... (495,542) 8,040 212,012
Other current assets ................................................ (9,253) (3,406) 38,383
Other current liabilities ........................................... 50,944 46,600 (38,661)
Other items--net ........................................................ 17,606 5,098 613
--------- --------- ---------
Net cash provided by (used in) operating activities ..................... 201,756 163,856 225,975
--------- --------- ---------
Cash flows from investing activities:
Guarantee of DIP Term Note .......................................... (33,000) -- --
Purchase of Note Receivable ......................................... (5,000) -- --
Plant additions and improvements .................................... (128,544) (104,035) (48,250)
Short term investments--available for sale .......................... (1,450) (14,971) 6,740
Handy & Harman acquisition, net of cash acquired .................... -- -- (402,632)
Clinch-on acquisition ............................................... -- -- (8,335)
Vinyl Corp acquisition, net of cash acquired ........................ -- (12,827) --
Other investments ................................................... 131 3,212 --
Proceeds from sales of assets ........................................... 5,421 11,222 835
Dividends from affiliated companies ................................. 3,750 5,594 5,000
--------- --------- ---------
Net cash provided by (used in) investing activities ................. (158,692) (111,805) (446,642)
--------- --------- ---------
Cash flows from financing activities:
Long-term debt proceeds, net of issuance cost ....................... -- -- 561,749
Long-term debt retirement ........................................... (4,519) (44,438) (267,321)
Premium on early debt retirement .................................... -- -- --
Letter of credit collateralization .................................. -- 8,229 1,520
Short-term borrowings (payments) .................................... 4,791 31,906 (18,929)
Common stock purchases .............................................. -- (30,591) (20,228)
Consent solicitation fees ........................................... (8,538) -- --
Preferred stock dividends ............................................... (20,607) (20,608) (20,608)
Redemption of equity issues ......................................... (686) (209) 300
Dividends on minority interest in consolidated
subsidiaries ...................................................... (1,731) (1,569) (814)
--------- --------- ---------
Net cash provided by (used in) financing activities ..................... (31,290) (57,280) 235,669
--------- --------- ---------
Increase (decrease) in cash and cash equivalents ........................ 11,774 (5,229) 15,002
Cash and cash equivalents at beginning of year .......................... 10,775 16,004 1,002
Effect of deconsolidation of Wheeling-Pittsburgh Corporation......... (17,712) -- --
--------- --------- ---------
Cash and cash equivalents at end of year ................................ $ 4,837 $ 10,775 $ 16,004
========= ========= =========

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

WHX Corporation
Consolidated Statement of Changes in Stockholder's Equity and Comprehensive Income
(Dollars and shares in thousands)

For the Years Ended December 31, 2000 1999 1998
------------------------------------------------------------------------------
Shares Amount Shares Amount Shares Amount
------------------------------------------------------------------------------
Common Stock
Balance at the beginning and end of year 14,834 $ 146 14,145 $ 141 17,145 $ 175

Preferred Stock
Balance at the beginning and end of year 5,883 $ 589 5,883 $ 589 5,883 $ 589

Accumulated Other Comprehensive Income
(Loss)
Balance at beginning of year $ 945 $ 5,472 $ 15,754
Current period change 2,446 (4,527) (10,282)
--------- --------- ---------
Balance at end of year $ (1,501) $ 945 $ 5,472

Retained Earnings
Balance at beginning of year $(178,065) $(142,519)) $(163,582)
Net earnings (loss) (181,045) (14,938) 41,671
Dividends paid to preferred stockholders (20,607) (20,608) (20,608)
Dividends paid to common stockholders -- -- --
Treasury Stock issued at less than cost --
--------- --------- ---------
Balance at end of year $(379,717) $(178,065) $(142,519)

Treasury Stock
Balance at beginning of year $ -- $ -- $ (2,218)
Purchased -- (30,591) (20,228)
Retirement 30,591 22,446
--------- --------- ---------
Balance at end of year $ -- $ -- $ --
---------

Capital in Excess of Par Value
Balance at beginning of year $ 553,861 $ 582,795 $ 602,657
EIP shares sold 5 76 1 10 9 137
Stock options exercised - -- 11 78 161 1,339
401K contribution 440 1,542 182 1,533 89 1,088
Purchase of treasury stock - 3,594 -- 1,780 --
Retirement of treasury stock - -- 3,594 (30,555) 1,985 (22,426)
--------- --------- ---------
Balance at end of year $ 555,479 $ 553,861 $ 582,795

Total Stockholder's Equity $ 174,996 $ 377,471 $ 446,512
========= ========= =========

Net Earnings (Loss) $(181,045) $ (14,938) $ 41,671
Other Comprehensive Income (Loss)
Foreign currency translation adjustment (997) (588) 83
Unrealized gains (losses) on securities:
(net of tax)
Unrealized holding gains (losses) (13,614) 5,220 9,538
arising during the period
Tax benefit (expense) 4,765 (1,827) (3,338)
Less: reclassification of gains to net
earnings (loss) 11,383 11,820 25,485
Tax benefit (expense) (3,984) (3,948) (8,920)
--------- --------- ---------

Comprehensive Income (Loss) $(183,492) $ (19,465) $ 31,389
========= ========= =========

SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Accounting Policies

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

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

Principles of Consolidation

The consolidated financial statements include the accounts of all
non-bankrupt subsidiary companies. As a result of the Bankruptcy Filing (see
Note A) the Company has, as of November 16, 2000, deconsolidated the balance
sheet of its wholly owned subsidiary, Wheeling-Pittsburgh Corporation ("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 consolidated statement of operations and
the consolidated statement of cash flows includes the operating results of WPC
for the period January 1, 2000 through November 16, 2000. As of November 16,
2000, the Company will account for its investment in WPC on the cost method. All
significant inter-company accounts and transactions are eliminated in
consolidation. The Company uses the equity method of accounting for all
investments other than the WPC Group in unconsolidated companies owned 20% or
more.

Business Segment

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, among others, specialty wire, tubing, and fasteners, and precious
metals plating and fabrication; Unimast Incorporated ("Unimast"), a leading
manufacturer of steel framing and other products for commercial and residential
construction; and WHX Entertainment Corp., a co-owner of a racetrack and video
lottery facility located in Wheeling, West Virginia. 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 Q)

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 H for a
description of fair value of debt instruments.

Revenue Recognition

The Company recognizes revenue upon shipment and transfer of title.

Inventories

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

Property, Plant and Equipment

Depreciation of property, plant and equipment is provided
principally on the straight-line method over the estimated useful lives of the
assets. 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. 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, 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" (SFAS133). 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
Company has not engaged in significant activity with respect to derivative
instruments or hedging activities in the past. The adoption of the standard on
January 1, 2001 did not have a significant impact on the reported results of
operations or financial position.

1999 1998
---- ----
(Dollars in Thousands)
Increased Sales $47,899 $45,348
Increased Cost of sales $52,672 $49,485
Decreased SG&A $ 4,773 $ 4,137

Note A -- WPC Group Bankruptcy

The Bankruptcy Court has granted the WPC Group's motion to approve
a new $290 million 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. 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. In connection with
the Bankruptcy Filing, WHX has guaranteed $30 million of the term loan portion
of the DIP Credit Agreement and has deposited in a pledged asset account $33
million of funds in support of such guarantee. A portion of the earnings on the
pledged asset account accrue and are paid to WHX . If WHX is called upon to fund
all or a portion of its $30 million guaranty, there is little likelihood that
the WPC Group would be able to repay WHX its guaranty payments under such term
loan. The term loans and revolving loans are secured by first priority liens on
the WPC Group's assets, subject to valid liens existing on November 16, 2000,
and have been granted superpriority administrative status, subject to certain
carve-outs for fees payable to

the United States Trustee and professional fees. The DIP Credit Agreement
contains negative, affirmative and financial covenants, including a limitation
on capital expenditures through December 31, 2000 of $12.5 million, $42.5
million in fiscal 2001 and $60 million in fiscal 2002, and a requirement that
the WPC Group have $15 million of excess availability at all times. The terms of
the DIP Credit Agreement also include cross default and other customary
provisions.

requirements of the Bankruptcy Code 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. WHX, as the holder of the capital stock
of WPC, does not expect to receive any value in respect of its equity interest
in WPC.

During the period January 1, 2000 through November 16, 2000, the
WPC Group incurred a net loss of $176.6 million which is reflected in the
Company's December 31, 2000 consolidated results of operations. Approximately
$133.8 million of such net loss represents the establishment of a valuation
allowance on the WPC Group net deferred tax asset. As a result of the Bankruptcy
Filing, management has concluded that it is more likely than not that such
deferred tax asset (which is primarily related to net operating loss
carryforwards) will not be realized.

At January 1, 2000, $136.8 million of the Company's net equity
represented its investment in WPC. In addition to this investment, the Company,
on November 16, 2000, guaranteed $30 million of the WPC Group's
debtor-in-possession term loan. The recognition of the WPC Group's net loss of
$176.6 has eliminated the investment's carrying value of $136.8 million, and WHX
has recorded a liability of $39.8 million (representing the excess of the WPC
Group's loss over the carrying amount of the investment). This liability will
remain on the Company's accounts until the ultimate disposition of the
Bankruptcy Filing is determined.

The accompanying December 31, 2000 consolidated balance sheet
includes a due from the WPC Group amounting to $20.9 million and a due to the
WPC Group of $32 million. These amounts are the result of numerous transactions
that transpired between companies in the WHX Group and companies in the WPC
Group since the date WHX acquired WPC. Such transactions include cash advances
between the affiliated companies, payables and receivables arising from asset
sales and purchases, payments made to third parties on behalf of other
affiliates and billings resulting from the tax sharing agreement between WHX and
WPC.

For financial reporting purposes amounts owing to or due from the
WPC Group have been presented on a gross basis. The receivables and liabilities
remain those of the separate legal entities of the WHX Group. As part of the
Bankruptcy Filing proceedings offsetting or netting of these amounts may not
occur and certain receivables due from the WPC Group of companies may be
characterized as prepetition liabilities of the WPC Group and as such the WHX
Group due from the WPC Group may not be fully recovered.

The Company has recorded the aforementioned amounts of inter-company
receivables and payables based upon its understanding and interpretation and
those of its legal counsel of the various agreements between WHX and WPC. The
amounts recorded in the inter-company accounts represent the historical
summarization of numerous transactions amongst all of the WHX and WPC affiliated
companies. WHX is disputing the characterization, amount and legal entities
charged for certain transactions, the result of which may be more favorable to
WHX. As a result of the Bankruptcy Filing, WPC may dispute the net amount
recorded by the Company and it may make other assertions that may be unfavorable
to WHX. As WHX and WPC intend to investigate the disputed items and seek to
resolve such dispute through a negotiated settlement, the ultimate resolution of
this matter cannot presently be determined and a settlement amount could be
different from the amounts recorded in the accompanying consolidated balance
sheet.

In February 2001, WHX submitted an invoice to WPC in the amount of
$29.4 million representing revised allocations of pension costs for prior
periods. The WPC Group has contested this inter-company billing, and it is
anticipated that this item will be included in the negotiations with respect to
all contested inter-company amounts and items referred to above. The Company has
not recognized any benefit relating to this billing, and such amount is not
included in the aforementioned inter-company account balances.

The Company has no current intention to provide the WPC Group with
additional cash funding other than what may be required in the settlement of the
inter-company accounts, amounts that may be required to be paid in future
periods pursuant to the provisions of the tax sharing agreement and any payment
that may result under the Company's guarantee of the term loan portion of the
DIP Credit Agreement (see Note K). However, the Company may elect to provide
additional financing to the WPC Group should the need arise and if it is in the
best interest of the Company.

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

o The WPC Group could reorganize, and their
creditors could receive all or a portion of their
claims.

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 and continue to operate the WPC Group
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 possible payments discussed above. It is also reasonably
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 at the present time, the
cash funding obligations 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. Reference is made to Note C of the Consolidated
Financial Statements.

Note B--Handy & Harman Acquisition

On April 13, 1998, the Company completed the acquisition of Handy &
Harman ("H&H") and merged it with a wholly-owned subsidiary of the Company (the
"Merger"). The acquisition had a total value of approximately $651.4 million,
including the assumption of approximately $229.6 million in debt. The
acquisition was accounted for as a purchase business combination in accordance
with Accounting Principles Board Opinion No. 16 ("APB 16"). Accordingly, the
assets and liabilities of Handy & Harman have been adjusted to reflect their
relative fair values at the date of acquisition. The excess of the purchase
price over the fair value of the net assets acquired totaled $292 million and is
being amortized over a period of 40 years. During 2000, the Company revised
certain deferred tax liabilities that were established in the acquisition
balance sheet. This revision reduced deferred tax liabilities and goodwill by
$9.6 million. The Company financed the transaction through cash on hand and a
private placement of debt securities of the Company. See Note R.

The following unaudited pro forma disclosure is presented to
present the Company's results as if the Handy & Harman acquisition had occurred
on January 1 of 1998.

Year ended December 31,
1998
----
(in millions, except per share)

Revenue....................................... $1,765.8
Income (loss) before extra-ordinary items..... 36.5
Net income (loss)............................. 38.8
Basic income (loss) per share:................ 1.00
Diluted income (loss) per share:.............. $ .95

The results of Handy & Harman included in the pro forma have been
adjusted to exclude merger related transaction costs.

Note C--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 Plan, covers
substantially all WHX, H&H and WPC employees. The WHX 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 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 Plan
are based on years of services and the amount of compensation at the time of
retirement.

Pension benefits for the WPC participants include both defined
benefit and defined contribution features, since the plan includes the account
balances from the Retirement Security Plan. The gross benefit, before offsets,
is calculated based on years of service and the current benefit multiplier under
the plan. This gross amount is then offset for the benefits payable from the
Retirement Security Plan and benefits payable under by the Pension Benefit
Guaranty Corporation from previously terminated plans. Individual employee
accounts established under the Retirement Security Plan are maintained until
retirement. Upon retirement, 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 employees' accounts,
which will be available upon retirement to offset the gross benefit, totaled
$135.9 million at December 31, 2000.

At the time of the merger of the pension plans, the assets in the
H&H pension plans exceeded the plans' liabilities by approximately $155 million.
At that time, the liabilities of the WPC pension plan exceeded their assets by
approximately $150 million.

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.

2000 1999
---- ----
(Dollars in Thousands)

Benefit obligation at January 1................ $ 289,741 $ 309,153
Service cost................................... 5,511 6,573
Interest cost.................................. 21,869 20,073
Actuarial (gain)/loss.......................... 5,542 (25,779)
Benefits paid.................................. (24,993) (23,531)
Plan amendments -implementation................ 990 10
Transfers from DC plans........................ 5,825 3,242
----------- -----------
Benefit obligation at December 31.............. $ 304,485 $ 289,741
=========== ===========

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

2000 1999
---- ----
(Dollars in Thousands)

Fair value of plan assets at January 1....... $ 307,612 $ 297,740
Actual return on plan assets................. 27,188 30,161
Employer Contributions....................... -- --
Benefits paid................................ (24,993) (23,531)
Transfers from DC plans...................... 5,825 3,242
------------ -----------
Fair value of plan assets at December 31..... $ 315,631 $ 307,612
============ ===========
Funded status................................ $ 11,146 $ 17,871
Unrecognized prior service cost.............. 58,953 64,519
Unrecognized actuarial (gain)/loss........... (32,347) (42,054)
------------- -----------
Net amount recognized........................ $ 37,752 $ 40,336
============ ===========

The following table presents the amounts recognized in the statement of
financial position.

2000 1999
---- ----
(Dollars in Thousands)

Prepaid benefit cost........................ $ 37,752 $ 40,336
Intangible asset............................ -- --
Accumulated other comprehensive income...... -- --
------------ -----------
Net amount recognized....................... $ 37,752 $ 40,336
============ ===========

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

2000 1999 1998
----------- ---------- ----------
(Dollars in Thousands)

Service cost.......................... $ 5,511 $ 6,573 $ 6,163
Interest cost......................... 21,869 20,073 16,494
Expected return on plan assets........ (29,729) (28,994) (18,619)
Amortization of prior service cost.... 6,556 6,509 6,509
Recognized actuarial (gain)/loss...... (1,623) -- (1,401)
----------- ---------- ----------
Total................................. $ 2,584 $ 4,161 $ 9,146
========== ========== ==========

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

2000 1999 1998
---- ---- ----

Discount rate......................... 7.75% 8.0% 6.5%
Expected return on assets............. 10.0% 10.0% 10.0%
Rate of compensation increase......... 4.0% 4.0% 4.0%

The following table presents the plans with the accumulated benefit obligation
in excess of plan assets.

2000 1999
---- ----
(Dollars in Thousands)

Projected benefit obligation........................ $ 955 $ 619
Accumulated benefit obligation...................... 455 308
Fair value of assets................................ $ 0 $ 0

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 years ending December 31, 1999 and 1998 were $1.1 million, $1.1 million, and
$984,346 respectively.

Certain H&H employees participate in a 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.
Starting with the September 1998 match, 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 $529,000,
$520,000 and $389,000 for the years ending 2000, 1999 and 1998, respectively.

The number of shares of the Company's common stock held by the
401(k) plans was 882,867, 452,769 and 301,252 at December 31, 2000, 1999 and
1998, 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 4% of the employee's salary. Contributions charged to
operations for this plan were $781,000, $698,000 and $588,000 for the years
ending December 31, 2000, 1999 and 1998, respectively.

Postemployment Benefits

The WPC Group 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 8.0% at December 31, 1999 and 7.75% at
December 31, 2000.

Other Postretirement Benefits

The WPC Group sponsors postretirement benefit plans that cover
certain 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 major
medical coverage to which the WPC Group contributes 50% of the insurance premium
cost. The management plan provides basic medical and major medical benefits on a
non-contributory basis through age 65.

WPC accounts for these benefits in accordance with SFAS No. 106.
WPC funds the plans as current benefit obligations are paid.

Additionally, in 1994, the Company, for the WPC Group portion of
these plans, began funding a qualified trust in accordance with its collective
bargaining agreement. The new collective bargaining agreement provides for the
use of those funds to pay current benefit obligations and suspends additional
funding until 2002.

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 Postretirement Benefit Obligation ("APBO").

2000 1999
---- ----
(Dollars in Thousands)

APBO at January 1..................................$ 277,170 $ 306,839
Service cost....................................... 2,344 2,650
Interest cost...................................... 17,754 19,396
Actuarial (gain)/loss.............................. 4,042 (28,943)
Plan Amendments.................................... 428 --
Benefits paid...................................... (17,862) (22,772)
APBO of WPC plan on November 16, 2000.............. (275,889) --
----------------- ---------------
APBO at December 31................................$ 7,987 $ 277,170
================ ===============

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

2000 1999
---- ----
(Dollars in Thousands)

Fair value of plan assets at January 1.............$ -- $ 424
Actual return on plan assets....................... -- 23
Benefits paid...................................... -- (447)
---------------- ----
Fair value of plan assets at December 31...........$ -- $ --
================ ===============

The following table presents the amounts recognized in the statement of
financial position as of December 31.

2000 1999
---- ----
(Dollars in Thousands)

Funded status......................................$ (283,876) $ (277,170)
Unrecognized prior service cost.................... (28,793) (32,649)
Unrecognized actuarial gain........................ (81,828) (92,572)
Funded status of WPC at November 16, 2000..........$ 386,736
================ ==============
Net amount recognized..............................$ 7,761 $ (402,391)
================ ===============

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

2000(a) 1999 1998
------- ---- ----
(Dollars in Thousands)

Service cost.......................................$ 1,855 $ 2,650 $ 2,264
Interest cost...................................... 17,753 19,396 19,539
Expected return on plan assets..................... -- (6) (156)
Amortization of prior service cost................. (3,428) (3,309) (3,918)
Recognized actuarial (gain)........................ (6,282) (3,918) (5,696)
------------- -------------- --------------
Total..............................................$ 9,898 $ 14,813 $ 12,033
============ ============== ==============

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

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

2000 1999 1998
---- ---- ----

Discount rate......................................7.75% 8.0% 6.5%
Expected return on assets.......................... 8.0% 8.0% 8.0%
Health care cost trend rate........................ 9.0% 8.0% 8.5%

The health care cost trend rate assumed to be 9% in 2000 and
gradually decreasing to 5% by the year 2004 and remain at that level thereafter.

Note D--Income Taxes

Year Ended December 31,
-----------------------
2000 1999 1998
---- ---- ----
(Dollars in Thousands)

Income Taxes Before Extraordinary Items
Current
Federal tax provision (benefit).................... $ -- $ (96) $ 1,854
State tax provision................................ 2,521 3,055 1,573
Foreign tax provision (benefit).................... 436 (125) 22
-------------- -------------- ----------------
Total income taxes current................ 2,957 2,834 3,449
-------------- -------------- ----------------
Deferred
Federal tax provision (benefit).................... 70,643 (9,264) 19,575
State tax provision................................ -- -- 362
-------------- -------------- ----------------
Income tax provision (benefit)......................... $ 73,600 $ (6,430) $ 23,386
============== ============== ================

Total Income Taxes
Current
Federal tax provision (benefit).................... $ -- $ (96) $ 1,854
State tax provision................................ 2,521 3,055 1,573
Foreign tax provision (benefit).................... 436 (125) 22
-------------- -------------- ----------------
Total income taxes current................ 2,957 2,834 3,449
-------------- -------------- ----------------
Deferred
Federal tax provision (benefit).................... 70,643 (8,782) 20,781
State tax provision................................ -- -- 362
-------------- -------------- ----------------
Income tax provision (benefit)......................... $ 73,600 $ (5,948) $ 24,592
============== ============== ================

Components of Total Income Taxes
Operations ......................................... $ 73,600 $ (6,430) $ 23,386
Extraordinary items.................................... -- 482 1,206
-------------- -------------- -----------------
Income tax provision (benefit)......................... $ 73,600 $ (5,948) $ 24,592
============== ============== ================

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, in both instances including the respective 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.

Deferred Income Tax Sources

2000 1999
---- ----
(Dollars in Millions)

Assets
Postretirement and postemployment employee benefits ...... $ 139.0 $ 142.7
Operating loss carryforwards (expiring in 2005 to 2019) .. 153.2 72.8
Minimum tax credit carryforwards (indefinite carryforward) 18.9 52.0
Provision for expenses and losses ........................ 21.4 47.2
Leasing activities ....................................... 18.1 20.3
State income taxes ....................................... 1.3 1.2
Miscellaneous other ...................................... 4.8 7.5
-------- --------
Subtotal ................................................. 356.7 343.7
Less: Amount relating to WPC ............................ (341.6) --
-------- --------
Deferred Tax Assets ...................................... $ 15.1 $ 343.7
-------- --------

Liabilities
Property plant and equipment ............................. $ (151.5) $ (160.7)
Inventory ................................................ (53.1) (69.0)
Pension .................................................. (13.2) (23.4)
State income taxes ....................................... (3.8) (4.1)
Miscellaneous other ...................................... (2.7) (6.5)
-------- --------
Subtotal ................................................. (224.3) (263.7)
-------- --------
Less: Amount relating to WPC ............................ 171.3 --
-------- --------
Deferred Tax Liability ................................... (53.0) (263.7)
-------- --------

Valuation Allowance ...................................... (172.2) (24.8)
-------- --------
Less: Amount relating to WPC ............................. 170.3 --
-------- --------
Valuation Allowance ...................................... (1.9) (24.8)
-------- --------

Net Deferred Income Tax Asset (Liability) ................ $ (39.8) $ 55.2
======== ========

As a result of Bankruptcy Filing, management has assessed the
recoverability of the deferred tax assets, particularly those associated with
the net operating loss carryforwards, and has concluded that a valuation
allowance is necessary. As such, the WPC Group recorded a valuation allowance
amounting to $148.2 million, of which $133.8 million has been included in the
Company's consolidated income tax provision and represents the amount recorded
by WPC through November 16, 2000.

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.

The WPC Group, for tax return purposes, is consolidated with WHX
and its other subsidiaries. At December 31, 2000, WHX has $437.7 million of net
operating tax loss carryforwards of which $413.4 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
2020 and the tax credit carryforwards expire 2001-2010. WHX can utilize these
operating loss and credit carryforwards to reduce future income tax liabilities;
however, management at the present time does not believe that any benefit from
these carryforwards will be realized. To the extent the WHX Group does utilize
the WPC Group's tax loss or credit carryforwards, the resulting tax benefit must
be paid to the WPC Group pursuant to the terms of the tax sharing agreement.
(See Note K)

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.

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 pretax 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 1998 and 1999 and 2000
were $1.2 million $3.5 million, and $3.3 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 1995. 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,
-----------------------
2000 1999 1998
---- ---- ----
(Dollars in Thousands)

Income (loss) before taxes and extraordinary item............. $ (107,455) $(22,264) $ 62,816
================= ======== =================
Tax provision (benefit) at statutory rate..................... $ (37,605) $ (7,792) $ 21,986
Increase (reduction) in tax due to:
Percentage depletion...................................... (201) (530) (829)
Equity earnings........................................... (1,525) (1,300) (1,484)
Goodwill amortization..................................... 2,530 2,375 1,983
State income tax net of federal effect.................... 1,639 1,986 1,258
Recognition of pre-acquisition benefits................... -- -- (4,519)
Change in valuation allowance............................. 133,823 (3,246) 4,904
Net effect of foreign tax rate............................ (582) 624 94
Adjustment of prior year's tax............................ (25,288) 575 --
Other miscellaneous....................................... 809 878 (7)
---------------- ------------ -----------------
Tax provision (benefit)....................................... $ 73,600 $ (6,430) $ 23,386
================ ============ =================

Note E--Short Term Investments

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

December 31,
2000 1999
---- ----
(Dollars in Thousands)

Trading Securities:
U. S. Treasury Securities................................$ 0 $ 581,250
U. S. Government Agency Mortgage Backed Obligations.......... 1,244 2,038
Equities................................................. 21,876 45,238
Other.................................................... 46,199 13,628
Available-for-sale securities:
Equities................................................. 0 17,202
---------------- ---------------
$ 69,319 659,356
================ ===============

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

The Company recognizes gains and losses based on specific
identification of the securities that comprise the investment balance with the
exception of equity securities, for which average cost is used. At December 31,
1999, unrealized holding gains on available-for-sale securities of $2.2 million
were reported, net of the related tax effect, as a separate component of
accumulated other comprehensive income. Net unrealized holding gains and losses
on trading securities held at period end and included in other income for 2000
and 1999 were a loss of $24.3 million and a gain of $10.6 million, respectively.
At December 1999 the Company had short term margin borrowings of $495.5 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.

In 1999, the Company reclassified $26.2 million of
available-for-sale investments to the trading category and recorded an
unrealized gain upon transfer of $11.3 million. As a result of the
reclassification, the Company recorded an unfavorable reclassification
adjustment within other comprehensive income of $7.3 million, net of related
income tax benefit of $3.8 million.

Note F--Inventories

December 31,
2000 1999
---- ----
(Dollars in Thousands)

Finished products.....................................$ 29,255 $ 86,724
In-process............................................ 24,566 131,626
Raw materials......................................... 36,453 81,210
Precious metals....................................... 61,671 117,639
Other materials and supplies.......................... -- 28,033
------------------ -----------------
151,945 445,232
LIFO reserve.......................................... (1,676) (3,363)
------------------- ----------------
$ 150,269 $ 441,869
================== =================

During 1998, 1999 and 2000, certain inventory quantities were
reduced, resulting in liquidations of LIFO inventories, the effect of which
increased (decreased) income by approximately, $1.8 million, $2.1 million and
$(1.2) million in 1998, 1999 and 2000, respectively.

Note G--Property, Plant and Equipment

December 31,

2000 1999
---- ----

(Dollars in Thousands)

Land and mineral properties.........................$ 18,667 $ 42,151
Buildings, machinery and equipment.................. 196,032 1,270,212
Construction in progress............................ 9,539 51,197
------------------ -----------------
224,238 1,363,560
Accumulated depreciation and amortization........... 50,448 547,059
------------------ -----------------
$ 173,790 $ 816,501
================== =================

Depreciation expense for the years 1998, 1999 and 2000 was $89.7, $96 and $89.1 million, respectively.

Note H--Long-Term Debt

December 31,

2000 1999
---- ----

(Dollars in Thousands)

Senior Unsecured Notes due 2007, 9 1/4%...................$ -- $ 274,175

Term Loan Agreement due 2006, floating rate............... -- 75,000

Senior Unsecured Notes due 2005, 10 1/2%.................. 281,490 281,490

Handy & Harman Senior Secured Credit Facility............. 192,793 201,064

Unimast Revolving Credit Agreement........................ 21,000

Other..................................................... 16,629 17,801
------------------ -----------------

511,912 849,530

Less portion due within one year.......................... 6,929 1,810
------------------ -----------------

Total Long-Term Debt (1)..................................$ 504,983 $ 847,720
================== =================

(1) The fair value of long-term debt at December 31, 1999 and December 31, 2000
was $828,200 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: 2001, $12,524; 2002, $14,400; 2003, $26,250; 2004, $53,442; and 2005,
$306,490.

A summary of the financial agreements at December 31, 2000 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 ("the 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 (the "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 a $0.9 million gain, net of tax.

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.

Handy & Harman Senior Secured Credit Facility

On July 30, 1998, H&H entered into a $300 million Senior Secured
Credit facility (the "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, 2000 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. In addition, the Facilities required H&H
to procure an interest rate hedge agreement covering a notional amount of not
less than $125 million for a period of no less than three years. H&H has 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
is 6.75% percent, effective September 22, 2000, with a termination date of
September 20, 2001. Borrowings outstanding under the Facilities at December 31,
2000 totaled $192.4 million. Letters of credit outstanding under the facilities
totaled $15.1 million at December 31, 2000.

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 RCA is for general
corporate purposes, including working capital needs and capital expenditures up
to $50 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 plus .25% or a Eurodollar rate plus 1.75%. 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 .875% for
a commercial LC and 1.75% 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, and its subsidiaries. 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. Borrowings outstanding
against the RCA at December 31, 2000 totaled $21 million. Letters of credit
outstanding under the RCA totaled $6.1 million at December 31, 2000.

WPC Group

On November 17, 2000, in connection with the Bankruptcy Filing, the
WPC Group entered into a Debtor-in-Possession Credit Agreement, which was used
to repay all obligations under WPSC's Revolving Credit Facility and WPSC's
Receivables Facility. The Bankruptcy Filing was an event of default under the 9
1/4% Senior Notes Due 2007 and the Term Loan Agreement. (See Note A)

9 1/4% Senior Notes Due 2007

On November 26, 1997, WPC 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 9 1/4% Senior Notes mature on
November 15, 2007. The Bankruptcy Filing is an event of default under such
Notes.

The 9 1/4% Senior Notes are redeemable at the option of WPC, in
whole or in part, on or after November 15, 2002 at specified redemption 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 therein),
WPC will be required to make an offer to repurchase all or any part of each
holder's 9 1/4% Senior Notes at 101% of the principal amount thereof, plus
accrued and unpaid interest and liquidated damages, if any, thereon to the date
of repurchase.

The 9 1/4% Senior Notes are unsecured obligations of WPC, ranking
senior in right of payment to all existing and future subordinated indebtedness
of WPC, and pari passu with all existing and future senior unsecured
indebtedness of WPC, 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 all of
the WPC Group's present and future operating subsidiaries. The 9 1/4% Senior
Notes indenture contains certain covenants, including, but not limited to,
covenants with respect to: (i) limitations on indebtedness; (ii) limitations on
restricted payments; (iii) limitations on transactions with affiliates; (iv)
limitations on liens; (v) limitations on sales of assets; (vi) limitations on
issuance and sale of capital stock of subsidiaries; (vii) limitations on
dividends and other payment restrictions affecting subsidiaries; and (viii)
restrictions on consolidations, mergers and sales of assets.

Term Loan Agreement

On November 26, 1997, WPC entered into the Term Loan Agreement with
DLJ Capital Funding Inc., as syndication agent, pursuant to which it borrowed
$75 million. The Bankruptcy Filing is an event of default under such agreement.

Interest on the Term Loan Agreement is payable on March 15, June 15,
September 15 and December 15 as to Base Rate Loans, and with respect to LIBOR
loans on the last day of each applicable interest period, and if such interest
period shall exceed three months, at intervals of three months after the first
day of such interest period. Amounts outstanding under the Term Loan Agreement
bear interest at the Base Rate (as defined therein) plus 2.25% or the LIBO Rate
(as defined ) plus 3.25%

WPC's obligations under the Term Loan Agreement are guaranteed by
its present and future operating subsidiaries. WPC may prepay the obligations
under the Term Loan Agreement after November 15, 1999, subject to a premium of
1% of the principal amount thereof or after November 15, 2000 with no premium.

Revolving Credit Facility

On April 30, 1999, WPSC entered into the Third Amended and Restated
Revolving Credit Facility (the "RCF") with Citibank, N.A., as agent. The RCF
provided for borrowings for general corporate purposes up to $150 million,
including a $25 million sub-limit for Letters of Credit.

The RCF agreement expires May 3, 2003. Interest rates are based on
the Citibank prime rate plus 1.25% and/or a Eurodollar rate plus 2.25%, but the
margin over the prime rate and the Eurodollar rate can fluctuate based upon
performance. A commitment fee of 0.5% is charged on the unused portion. The
letter of credit fee is 2.25% and is also performance based.

Borrowings outstanding against the RCF at December 31, 1999 totaled
$79.9 million, which were included within the short-term borrowings in the
consolidated balance sheet. Letters of credit outstanding under the RCF were
$100,000 at December 31, 1999. All borrowings under the RCF were repaid with
proceeds from the DIP Credit Agreement on November 17, 2000, and the RCF was
terminated.

Interest Cost

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

2000 1999 1998
---- ---- ----

(Dollars in Thousands)

Aggregate interest expense on debt.........$ 91,175 $ 90,885 $ 80,159

Less: Capitalized interest................. 4,953 3,034 2,063

Interest expense...........................$ 86,222 $ 87,851 $ 78,096

Interest paid..............................$ 77,813 $ 89,006 $ 73,070

Note I--Stockholders' Equity

The authorized capital stock of WHX consists of 60,000,000 shares
of Common Stock, $.01 par value, of which 14,834,340 shares (including
redeemable Common Stock) were outstanding as of December 31, 2000, and
10,000,000 shares of Preferred Stock, $.10 par value, of which 2,907,825 shares
of Series A Convertible Preferred Stock and 2,975,100 shares of Series B
Convertible Preferred Stock were outstanding as of December 31, 2000. In 1999,
the Company purchased 3,594,300 shares of Common Stock in open market purchases.
No additional shares were purchased during 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 $2.4 million representing dividends in
arrears at December 31, 2000.

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 price of
$15.78 per share of Common Stock (equivalent to a conversion rate of
approximately 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. In 1996 and 1997, the Company purchased and retired 92,000
shares of Series A Convertible Preferred Stock on the open market. No additional
shares were purchased during 1999 or 2000. During 1999, 175 shares 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 $2.8 million
representing dividends in arrears at December 31, 2000.

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 price of
$20.40 per share of Common Stock (equivalent to a conversion rate of
approximately 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. In 1996 and 1997, the Company purchased and retired
524,900 shares of Series B Convertible Preferred Stock in open market purchases.
No shares were purchased during 1999 or 2000.

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 has estimated the liability for
future redemptions to be approximately $2.6 million.

Stock Option Plan

The WHX Corporation Stock Option Plan ("1991 Plan") 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. 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 has 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 three nonemployee members appointed by the Board of Directors. The term of
Options granted under the 1991 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. Unless amended, the 1991 Plan will terminate on
September 24, 2001 and may be terminated at any time by the Board of Directors
prior to that date.

Directors Option Plans

The 1993 Directors D&O Plan (the "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 Corp.

On July 29, 1993 (the "Approval Date"), the Board of Directors
approved the grant of options to WPN Corp. to purchase 1,000,000 shares of
Common Stock (the "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.

The Company is required to record a charge for the fair value of
the 1997 option grants under SFAS 123. The fair value of the option grant is
estimated on the measurement date using the Black-Scholes option-pricing model.
The following assumptions were used in the Black-Scholes calculation: expected
volatility of 48.3%, risk-free interest rate of 5.83%, an expected life of 5
years and a dividend yield of zero. The resulting estimated fair value of the
shares granted in 1997 was $6.7 million which was recorded as part of the
special charge related to the new labor agreement.

A Summary of the Option Plans:

Number of Options
-----------------
1991 D & O WPN Option Price Weighted Average
Plan Plan Grants Or Range Option Price
---- ----- ------ -------- ------------

Balance 12/31/97............. 1,636,389 486,666 2,000,000 $11.342
Granted.................. 1,198,527 25,000 -- $10.00-16.625 15.516
Cancelled................ (309,989) -- -- 8.75-14.625 13.865
Exercised................ (160,890) -- -- 6.125-14.625 8.335
-------------- ------------ --------------
Balance 12/31/98............. 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 12.01
-------------- ------------ --------------
Granted.................. 250,000 25,000 - 6.85 6.85

Cancelled................ (131,441) - - $8.75-14.625 11.69

Exercised................ - - -
-------------- ------------ --------------

Balance 12/31/00. 2,847,836 561,666 2,000,000 $11.91
============== ============ ==============

Options outstanding at December 31, 2000 which are exercisable
totaled 4,456,193 and have a weighted average option price of $11.91. Options
outstanding at December 31, 2000 had a weighted-average remaining life of 5.5
years.

The Company adopted SFAS No. 123, and elected to continue to
account for such stock options, under the provisions of APB 25. Therefore, no
compensation costs have been recognized for the stock option plans in 1998, 1999
or 2000. Had the Company elected to account for stock-based compensation under
the provision of SFAS No. 123 during 1998, the effect on net income would have
been an additional expense of $2.1 million, net of related income tax benefit of
$1.1 million or $.11 per share of Common Stock after deduction of Preferred
Stock Dividends on a basic and diluted basis. Had the Company elected to account
for stock-based compensation under the provision of SFAS No. 123 during 1999,
the effect on net income would have been an additional expense of $2.9 million,
net of related income tax benefit of $1.6 million, or $.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
40.6%, risk-free interest rate of 6.7%, an expected life of 5 years and a
dividend yield of zero. During 2000, the effect on net income would have been an
additional expense of $1.7 million, net of related tax benefit of $1.2 million
or $0.22 per share of common stock after deduction of preferred stock dividends
on a basic and diluted basis.

Earnings Per Share

The computation of basic earnings per common share is based upon
the average shares of Common Stock outstanding. In 1999 and 2000, the conversion
of redeemable common stock and exercise of options and warrants would have had
an anti-dilutive effect. The computation of earnings per common share--assuming
dilution in 1998 assumes conversion of redeemable common stock and exercise of
outstanding stock options. A reconciliation of the income and shares used in the
computation follows:

Reconciliation of Income and Shares in EPS calculation

For the 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.

For the 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.

For the Year Ended December 31, 1998
------------------------------------
Income Shares Per-Share
(Numerator) (Denominator) Amount
----------- ------------- ------
(Dollars and Shares in Thousands)

Income before extraordinary item.....................$ 39,430
Less: Preferred stock dividends...................... 20,608
-----------
Basic EPS
Income available to common stockholders.......... 18,822 18,198 $ 1.04
Effect of Dilutive Securities
Options and warrants............................. -- 566
Convertible preferred stock...................... -- --
Redeemable common stock.......................... -- 298
----------- -----------
Diluted EPS
Income available to common stockholders
plus assumed conversions.....................$ 18,822 19,062 $ .99
=========== =========== =========

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

Note J--Commitments and Contingencies

Handy & Harman

period June, 1995 to July 1998. H&H has entered into discussion with the United
States Attorney to seek a negotiated settlement of all criminal and civil
claims. Those discussions are ongoing. Strandflex is cooperating in the
investigation and has produced various documents, including testing data, sales
records and internal H&H correspondence. There are no known incidents of any
Strandflex wire failing and causing personal or property damages in any
application. Settlement discussions are continuing with the government. The
Company believes it is adequately reserved for this settlement. Annual sales of
this product were $209,185 in 1999 and $100,725 in 2000.

SEC Enforcement Action

The WHX Group General Litigation

The WPC Group General Litigation

Environmental Matters

WPC has been identified as a potentially responsible party under
the Comprehensive Environmental Response, Compensation and Liability Act
("CERCLA") or similar state statutes at several waste sites. The WPC Group is
subject to joint and several liability imposed by CERCLA 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 CERCLA. The
WPC Group believes, based upon information currently available, that the WPC
Group's liability for clean up and remediation costs in connection with the
Buckeye Reclamation Landfill will be between $1.5 and $2 million. At several
other sites the WPC Group estimates costs to aggregate less than $1 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 $9.5 million, $7.7 million and $3 million for 1998, 1999, and 2000
respectively. The Company has previously projected spending approximately $26.9
million in the aggregate on major environmental compliance projects through the
year 2003, estimated to be spent as follows: $10.8 million in 2001, $11.3
million in 2002 and $4.8 million in 2003. 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.

Due to the possibility of unanticipated factual or regulatory
developments, the amount of future expenditures may vary substantially from such
estimates.

Based upon 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 and liability 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 or results of operations of the WPC Group. However, as
further information comes into the WPC Group's possession, it will continue to
reassess such evaluations.

To the extent that WPC is unable to fund its liabilities with
respect to its environmental obligations, WHX may be required to provide the
necessary funding.

Note K--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 1999 and 2000. 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.

In 1997, the stockholders approved a grant of an option to purchase
1,000,000 shares of Common Stock to WPN for their performance in obtaining a new
labor agreement. The options have an exercise price of $9.625. The options were
valued using the Black-Scholes formula at $6.7 million and recorded as a special
charge related to the labor contract.

The WPC Group is included in the Company's consolidated federal
income tax return. WHX and the WPC Group have entered into a tax sharing
agreement, dated July 26, 1994, which provides 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. In
the event the combined consolidated federal income tax liability is higher than
such liability would be excluding the tax attributes of WPC or its subsidiaries,
WPC would pay WHX the amount of such excess.

The WPC Group participates in the WHX defined benefit pension plan
and WHX has allocated to WPC a portion of the plan's annual cost. WHX will
continue to administer the pension plan and incur the annual pension cost
associated with the WPC Group related participants and intends to charge the WPC
Group for their portion of the total pension cost. As a result of the Bankruptcy
Filing, WHX may not recover all amounts charged to the WPC Group in future
periods.

On October 9, 2000 and November 14, 2000, WHX transferred precious
metal to WPC with a market value of $35.2 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.

As discussed in Note A, WHX has guaranteed $30 million of the $35
million term-loan portion of WPC's debtor-in-possession financing.

See Note A for other related party disclosures.

Note L-- Other Income

Year Ended December 31,
-----------------------
2000 1999 1998
---- ---- ----
(Dollars in Thousands)

Interest and investment income/(loss)...........$ (11,754) $ 26,499 $ 88,781
Equity income (loss)............................ 5,648 4,343 5,699
Receivables securitization fees................. (6,670) (5,876) (6,192)
Other, net...................................... (3,363) 1,454 1,408
------------------ ------------------ --------------------
$ (16,139) $ 26,420 $ 89,696
================== ================== ====================

Note M--Sale of Receivables

In 1994, a special purpose wholly-owned subsidiary of WPSC entered
into an agreement to sell (up to $75 million on a revolving basis) an undivided
percentage ownership in a designated pool of accounts receivable generated by
WPSC and two of the Company's subsidiaries: WCPI and PCC (the "Receivables
Facility"). In 1995, WPSC entered into an agreement to include the receivables
generated by Unimast in the pool of accounts receivable sold. In May 1999, the
Receivables Facility was extended through May 2003 and increased to $100 million
on a revolving basis. Effective June of 1999, Unimast withdrew from
participation in the facility. Accounts receivable at December 31, 1999 exclude
$100 million representing uncollected accounts receivable sold with recourse
limited to the extent of uncollectible balances. Fees paid by WPSC under this
Receivables Facility were based upon variable rates that range from 5.91% to
9.62%. On November 17, 2000 all obligations under the Receivables Facility were
repaid and the Receivables Facility was terminated.

Note N-- Information on Significant Joint Ventures

WPC owns 35.7% of Wheeling-Nisshin Inc. ("Wheeling-Nisshin").
Wheeling-Nisshin had total debt outstanding at December 31, 1999 of
approximately $4.1million. The debt was fully repaid in September 2000. WPC
derived approximately 10.9% and 16.2% of its revenues from sale of steel to
Wheeling-Nisshin in 2000 and 1999. WPC received dividends of $3.7 million and
$5.0 million annually from Wheeling-Nisshin in 2000 and 1999, respectively.
Audited financial statements of Wheeling-Nisshin are presented under Item 14
because it is considered a significant subsidiary of the Company under SEC
regulations.

WPC owns 50.0% of Ohio Coatings Company ("OCC"). OCC had totaled
debt outstanding at December 31, 2000 and 1999 of approximately $50.0 million
and $53.6 million, respectively. WPC derived approximately 9.2% of its revenues
from sale of steel to OCC in 2000 and 1999.

Note O-- Extraordinary Items

Year Ended December 31,
-----------------------
1999 1998
---- ----
(Dollars in Thousands)

Premium (discount) on early debt retirement...........$ (1,925) $ (4,779)
Unamortized debt issuance cost........................ 547 1,332
Coal retiree medical benefits......................... -- --
Income tax effect..................................... 482 1,206
------------------ --------------------
$ (896) $ (2,241)
================== ====================

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.

In the third quarter of 1998, the Company purchased and retired $48
million aggregate principal amount of 10 1/2% Senior Notes in the open market
resulting in a $2.2 million gain, net of tax.

Note P --Supplemental WHX Parent Company Summarized Financial Information

As discussed in Note H, the H&H and Unimast Credit Agreements
contain covenants that restrict the distribution of cash or other assets to the
parent company WHX. The restricted net assets of H&H and Unimast included in the
consolidated net equity amount to $330 Million at December 31, 2000.

The following table sets forth summarized financial information for
the WHX Parent Company.

Year Ended December 31,
-----------------------
2000 1999 1998
---- ---- ----
(Dollars in Thousands)

Income Data
Other income (expense)..................................... $ (11,269) $ 31,502 $ 87,056
Equity in earnings (losses) of subsidiaries................ (159,389) (11,350) 4,771
Depreciation............................................... 1,515 989 1,583
SG&A....................................................... 5,081 5,883 5,843
Interest expense on debt................................... 30,635 30,855 26,385
---------------- ------------------ -------------------
Income (loss) before tax and extraordinary item............ $ (207,889) $ (17,575) $ 58,016
Tax provision (benefit).................................... (26,844) (1,735) 18,586
------------------ ------------------- --------------------
Income (loss) before extraordinary item.................... $ (181,045) $ (15,840) $ 39,430

Extraordinary Item (net of tax)............................ $ -- 896 2,241
---------------- ------------------ --------------------
Net income (loss).......................................... $ (181,045) $ (14,944) $ 41,671
================== ================== ====================

Balance Sheet Data
Assets
Current assets............................................. $ 140,486 $ 763,489 $ 800,947
Non-current assets......................................... $ 438,504 438,904 488,799
---------------- ------------------ --------------------
Total Assets........................................... $ 578,989 $ 1,202,393 $ 1,289,746
================= ================== ====================
Liabilities and Stockholders' Equity
Current liabilities........................................ $ 57,531 $ 508,402 $ 505,207
Non-current liabilities.................................... $ 346,462 316,520 338,027
Stockholder's equity....................................... $ 174,996 377,471 446,512
---------------- ------------------ --------------------
Total Liabilities and Stockholders' Equity............. $ 578,989 $ 1,202,393 $ 1,289,746
================= ================== ====================

Note Q--Reported Segments

The Company's reportable operating segments consist of the WPC
Group, H&H, Unimast and Other, each providing their own unique products and
services. Each of these segments are independently managed and require different
production technology and marketing and distribution channels. The accounting
policies of the segments are consistent with those of the Company, as discussed
in the summary of significant accounting policies.

For the periods presented, intersegment sales and transfers were
conducted as if the sales or transfers were to third parties, that is, at
prevailing market prices. Income taxes are allocated to the segments in
accordance with the Company's tax sharing agreements, which generally require
separate segment tax calculations. The benefit, if any, of WPC NOL carryforwards
are allocated to the WPC Group.

The table below presents information about reported segments and a
reconciliation of total segment sales to total consolidated sales for the years
ending December 31:

Segment Consolidated
2000 WPC(a) H&H (b) Unimast All Other Total Adjustments Total
- ---- ------ ------- ------- --------- ----- ----------- -----
(Dollars in thousands)
Revenue............................. $1,050,590 $468,846 $239,276 $ -- $ 1,758,712 $ (13,253) $ 1,745,459
Intersegment revenues............... 13,253 -- -- -- 13,253 -- 13,253
Net interest expense................ 34,051 18,597 2,939 30,635 86,222 -- 86,222
Depreciation and amortization....... 69,778 22,499 4,985 1,515 98,777 -- 98,777
Equity income (loss)................ 2,302 406 - 2,940 5,648 -- 5,648
Income taxes........................ 90,241 8,899 4,539 (30,079) 73,600 -- 73,600
Extraordinary Item.................. -- -- -- -- -- -- --
Segment net income (loss)........... (176,581) 7,206 6,965 (18,635) (181,045) -- (181,045)
Segment assets...................... 0 653,346 111,618 666,971 1,432,302 518,420 913,516
Investment in equity -
method subsidiaries............... -- 4,604 0 13,625 18,224 -- 18,229
Capital expenditures................ $ 95,134 $ 19,838 $ 13,572 $ 0 $ 128,544 $ -- $ 128,544
1999
Revenue (c)......................... $1,117,744 $468,339 $226,993 $ -- $ 1,813,076 $ (48,377) 1,764,699
Intersegment revenues............... 48,377 -- -- -- 48,377 -- 48,377
Net interest expense................ 37,931 17,755 1,900 30,855 88,441 (590) 87,851
Depreciation and amortization....... 77,724 22,190 3,953 989 104,856 -- 104,856
Equity income (loss)................ 3,358 1,302 -- (317) 4,343 -- 4,343
Income taxes........................ (20,723) 12,270 3,758 (1,735) (6,430) -- (6,430)
Extraordinary Item.................. -- -- -- 896 896 -- 896
Segment net income (loss)........... (34,485) 10,005 13,063 (4,064) (15,481) 543 (14,938)
Segment assets...................... 1,278,022 650,452 98,411 1,333,548 3,360,433 (686,867) 2,673,566
Investment in equity -
method subsidiaries............... 64,229 5,182 -- 11,079 80,490 -- 80,490
Capital expenditures................ $ 72,146 $ 16,981 $ 3,929 $ 10,979 $ 104,035 $ -- $ 104,035
1998
Revenue (c)......................... $1,145,837 $352,685 $214,097 $ -- $ 1,712,619 $ (21,773) $ 1,690,846
Intersegment revenues............... 21,773 -- -- -- 21,773 -- 21,773
Net interest expense................ 36,699 13,188 2,462 26,385 78,734 (638) 78,096
Depreciation and amortization....... 76,321 15,585 3,381 1,583 96,870 -- 96,870
Equity income (loss)................ 5,333 588 -- (222) 5,699 -- 5,699
Income taxes........................ (3,101) 7,271 630 18,586 23,386 -- 23,386
Extraordinary item.................. -- -- -- 2,241 2,241 -- 2,241
Segment net income (loss)........... (6,503) 4,785 6,582 36,900 41,764 (93) 41,671
Segment assets...................... 1,256,367 668,362 60,697 1,408,086 3,393,512 (681,428) 2,712,084
Investment in equity -
method subsidiaries............... 69,075 4,507 -- 11,396 84,978 -- 84,978
Capital expenditures................ $ 33,595 $ 10,701 $ 3,954 $ -- $ 48,250 $ -- $ 48,250

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

Geographic Information

Revenues Long-lived Assets
-------- -----------------
2000(a) 1999 1998 2000(a) 1999 1998
------- ---- ---- ------- ---- ----

United States........... $ 1,711,191 $ 1,738,740 $ 1,642,179 $ 192,019 $ 878,692 $ 887,659
Foreign................. 34,268 25,959 48,667 14,025 18,299 16,396
----------- ----------- ----------- --------- --------- ---------
$ 1,745,459 $ 1,764,699 $ 1,690,846 $ 206,044 $ 896,991 $ 904,055

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.

(b) Handy & Harman income statement and capital expenditure information
for 1998 are for the period April 13, 1998 through December 31, 1998.

(c) Revenue amounts have been restated for 1999 and 1998 as a result of
the implementation of EITF 00-10 Accounting for Shipping and Handling
Fees and Costs. (see Accounting Policies footnote.) The restatement
had the effect of increasing the Revenue amount for WPC by $36,087 and
$34,296 and for H&H by $2,224 and $2,399 for 1999 and 1998, and for
Unimast by $9,589 and $8,653 for 1999 and 1998, respectively.

Note R--Acquisition of Handy & Harman and Other

The fair value of the assets acquired and liabilities assumed in
acquisitions are as follows:

1999 1998
---- ----
Other Handy & Harman Other
(Dollars in Thousands)

Current assets................................. $ 2,145 $ 269,374 $ 2,188
Property, plant & equipment.................... 1,722 124,148 503
Other long-term assets......................... -- 155,426 --
Goodwill....................................... 9,627 291,931 10,121
Current liabilities............................ (667) (120,790) (157)
Debt........................................... -- (229,600) (4,320)
Other long-term liabilities.................... -- (74,635) --
--------------- -------------- ------------
Purchase price, net of cash acquired........... $ 12,827 $ 415,854 $ 8,335
=============== ============== ============

Note S--Quarterly Information (Unaudited)

Financial results by quarter for the two fiscal years ended
December 31, 2000 and 1999 are as follows:

Basic
Earnings Basic Diluted
(Loss) Earnings Earnings
Per Share (Loss) (Loss)
Gross Extra- Net Before Per Share Per Share
Net Profit ordinary Income Extraordinary On Net On Net
Sales (b) (Loss) Income (Loss) Items Income Income
--------- ------ ------ ------ ----- ------ ------
(Dollars, Except Per Share, in Thousands)
2000:
1st Quarter ...... $ 468,091 $ 80,859 $ 0 $ (6,699) $ (0.84) $ (0.84) $ (0.84)
2nd Quarter ...... 487,217 81,728 0 36,262(c) 2.19 2.19 1.17
3rd Quarter ...... 461,101 58,397 0 (21,115) (1.84) (1.84) (1.94)
4th Quarter (a)... 329,051 15,083 (189,492)(d) (13.55) (13.55) (6.09)
1999:
1st Quarter ...... $ 407,999 $ 46,684 $ 896 $ (35,596) $ (2.45) $ (2.40) $ (2.40)
2nd Quarter ...... 425,328 77,008 -- 15,432 .62 .62 .46
3rd Quarter ...... 460,095 77,972 -- 11,109 .38 .38 .34
4th Quarter ...... 471,277 79,974 -- (5,883) (.78) (.78) (.78)

(a) Includes results of the WPC Group for the period October 1, 2000
through November 16, 2000.
(b) Net sales amounts for 1999 have been restated to properly classify
revenues for shipping and handling pursuant to EITF Number 00-10.
Such restatement had the effect of increasing net sales by $11,074,
$11,545, $12,488 and $12,792 for the respective quarters of 1999.
(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.

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.

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 Registrant

The Company's Certificate of Incorporation and Bylaws provide for
the classification of the Board of Directors into three classes. The term of the
three Class II Directors expires at the 2001 Annual Meeting of Stockholders of
the Company, the term of the three Class III Directors expires at the 2002
Annual Meeting of Stockholders of the Company and the term of the two Class I
Directors expires at the 2003 Annual Meeting of Stockholders of the Company.

The following sets for certain information concerning them are set
forth with respect to the Directors of the Company:

Principal Occupation First Year
Class of for the Past Five Years Became
Name Director and Current Public Directorships Age a Director(1)
- ---- -------- ------------------------------------- --- -------------
Neil D. Arnold III Director. Private Investor since May 52 1992
1999. Group Finance Director of Lucas
Varity plc from December 1996 to May
1999, and Executive Vice President -
Corporate Development from September
1996 to December 1996; Senior Vice
President and Chief Financial Officer
of Varity Corporation from July 1990
to September 1996. Lucas Varity plc
designs, manufactures and supplies
advanced technology systems, products
and services in the world's
automotive and aerospace industries.

Paul W. Bucha II Director. Consultant to the Company 57 1993
since December 2000. President,
B,L,H&J, Inc. an international
consulting firm since November 2000
and from July 1991 to April 1998;
Chairman of the Board of
Wheeling-Pittsburgh Steel Corporation
from April 1998 to November 2000;
President, Paul W. Bucha & Company,
Inc., an international marketing
consulting firm from 1979 to April
1999 and since November 2000;
Chairman and Chief Executive Officer
of Delta Defense from October 1997 to
April 1998. President, Congressional
Medal of Honor Society of U.S. from
September 1995 to November 1999.

Robert A. Davidow III Director and Vice Chairman of the 58 1992
Board. Private investor since January
1990. Director of Arden Group, Inc.,
a supermarket holding company.

William Goldsmith I Director. Management and Marketing 82 1987
Consultant since 1984. Chairman of
Nucon Energy Corp. since 1997 and
TMP, Inc. from January 1991 to 1993.
Chairman and Chief Executive Officer
of Overspin Golf Corp. since 1993.
Chairman and Chief Executive Officer
of Fiber Fuel International, Inc.,
from 1994 to 1997. Life Trustee to
Carnegie Mellon University since
1980.

Ronald LaBow III Chairman of the Board. President of 65 1991
Stonehill Investment Corp. since
February 1990. Director of Regency
Equities Corp., a real estate
company, and an officer and director
of WPN Corp., a financial consulting
company.

Robert D. LeBlanc I Director. Executive Vice President of 51 1999
the Company since April 1998.
President and Chief Executive Officer
of Handy & Harman ("H&H") since April
1998. (H&H was acquired by the
Company in April 1998). President,
Chief Operating Officer and Director
of H&H from July 1997 to April 1998.
Executive Vice President of H&H from
November 1996 to July 1997. Executive
Vice President of Elf Atochem North
America, Inc. from January 1994 to
November 1996. Director of Church &
Dwight Co., Inc., a consumer products
and specialty chemical company, since
July 1998.

Marvin L. Olshan II Director. Secretary of the Company 72 1991
since 1991. Partner, Olshan Grundman
Frome Rosenzweig & Wolosky LLP, since
1956.

Raymond S. Troubh II Director. Financial Consultant for in 74 1992
excess of past five years. Mr. Troubh
is also a director of ARIAD
Pharmaceuticals, Inc., Diamond
Offshore Drilling, Inc., General
American Investors Company, Gentiva
Health Services, Inc., a health
services business, Health Net, Inc.,
a managed health care company,
Starwood Hotels & Resorts, and Triarc
Companies, Inc., restaurants and soft
drinks. Trustee of Corporate
Renaissance Group Liquidating Trust,
Microcap Liquidating Trust and Petrie
Stores Liquidating Trust.

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

Meetings and Committees

The Board of Directors met on 9 occasions and took action by
unanimous written consent on 1 occasion during the fiscal year ended December
31, 2000. There are five Committees of the Board of Directors: the Executive
Committee, the Audit Committee, the Compensation Committee, the Nominating
Committee and the Stock Option Committee (for the 1991 Stock Option Plan). The
members of the Executive Committee are Ronald LaBow, Robert A. Davidow, Marvin
L. Olshan, Raymond S. Troubh and Neil D. Arnold. The Executive Committee took
action by unanimous written consent on 3 occasions during the fiscal year ended
December 31, 2000. The Executive Committee possesses and exercises all the power
and authority of the Board of Directors in the management and direction of the
business and affairs of the Company except as limited by law and except for the
power to change the membership or to fill vacancies on the Board of Directors or
the Executive Committee. The members of the Audit Committee are Neil D. Arnold,
Robert A. Davidow and Raymond S. Troubh. The Audit Committee met on 4 occasions
during the fiscal year ended December 31, 2000. The primary purpose of the Audit
Committee is to assist the Board of Directors in fulfilling its responsibility
to oversee the Company's financial reporting activities. The Audit Committee
annually recommends to the Board of Directors independent public accountants to
serve as auditors of the Company's books, records and accounts, reviews the
scope of the audits performed by such auditors and the audit reports prepared by
them, reviews and monitors the Company's internal accounting procedures and
monitors compliance with the Company's Code of Ethics Policy and Conflict of
Interest Policy. The members of the Compensation Committee are Robert A.
Davidow, William Goldsmith and Marvin L. Olshan. The Compensation Committee met
on 4 occasions and took action by unanimous written consent on 1 occasion during
the fiscal year ended December 31, 2000. The Compensation Committee reviews
compensation arrangements and personnel matters. The members of the Nominating
Committee are Ronald LaBow, Marvin L. Olshan, Paul W. Bucha and Robert A.
Davidow. The Nominating Committee recommends nominees to the Board of Directors
of the Company. The members of the Stock Option Committee are Raymond S. Troubh
and Robert A. Davidow. The Stock Option Committee administers the granting of
stock options under the 1991 Option Plan. The Stock Option Committee took action
by unanimous written consent on 2 occasions during the fiscal year ended
December 31, 2000.

Directors of the Company who are not employees of the Company or its
subsidiaries are entitled to receive compensation for serving as directors in
the amount of $40,000 per annum and $1,000 per Board Meeting, $800 per Committee
Meeting attended in person and $500 per telephonic meeting other than the Stock
Option Committee, and $1,000 per day of consultation and other services provided
other than at meetings of the Board or Committees thereof, at the request of the
Chairman of the Board. Committee Chairmen also receive an additional annual fee
of $1,800. Directors of the Company (other than the Chairman of the Board or
directors who are employees of the Company or its subsidiaries) also receive
options to purchase 8,000 shares of Common Stock per annum on the date of each
annual meeting of Stockholders up to a maximum of 40,000 shares of Common Stock
pursuant to the Company's 1993 Directors and Non-Employee Officers Stock Option
Plan (the "1993 Plan"). All directors of the Company permitted to participate in
the 1993 Plan have received the maximum number of shares permitted to be issued
thereunder. In addition, directors of the Company (other than the Chairman of
the Board or directors who are employees of the Company or its subsidiaries)
also received options to purchase 25,000 shares of Common Stock on December 1,
1997 and receive options to purchase 5,000 shares of Common Stock per annum on
the date of each annual meeting of Stockholders (commencing with the 1998 Annual
Meeting of Stockholders) up to a maximum of 40,000 shares of Common Stock
pursuant to the Company's 1997 Directors Stock Option Plan (the "1997 Plan").
All directors of the Company permitted to participate in the 1997 Plan have
received the maximum number of shares permitted to be issued thereunder.

Pursuant to a management agreement effective as of January 3, 1991,
as amended (the "Management Agreement"), approved by a majority of the Company's
disinterested directors of the Company, WPN Corp. ("WPN"), of which Ronald
LaBow, the Chairman of the Board of the Company, is the sole stockholder and an
officer and director, provides financial, management, advisory and consulting
services to the Company, subject to the supervision and control of the Company's
disinterested directors. The Management Agreement has a two year term and is
renewable automatically for successive two year periods, unless terminated by
either party upon 60 days' notice prior to the renewal date. In 2000, WPN
received a monthly fee of $520,833.33. WPN Corp. also receives certain benefits
from financial intermediaries which it transacts business with on behalf of the
Company in the form of research materials and services, which are used by WPN
Corp. on behalf of the Company and in connection with its other activities. For
the fiscal year 2000, the amount of such reimbursement was approximately
$75,000. The Company believes that the cost of obtaining the type and quality of
services rendered by WPN under the Management Agreement is no less favorable
than that at which the Company could obtain such services from unaffiliated
entities. See "Item 11. Management Remuneration -- Executive Compensation --
Management Agreement with WPN."

Executive Officers of the Company

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

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

James G. Bradley Executive Vice President. President and Chief 55
Executive Officer of WPSC since April 1998.
President and Chief Operating Officer of Koppel
Steel Company from October 1997 to April 1998.
Vice President of WHX from October 1995 to
October 1997; Executive Vice
President-Operations of WPSC from October 1995
to October 1997; Vice President-Operations of
International Mill Service from May 1992 to
October 1995. Director of WesBanco, Inc. since
August 1998.

Paul J. Mooney Vice President. Vice President of the Company 49
and Executive Vice President and Chief Financial
Officer of WPC and WPSC since October 1997.
National Director of Cross Border Filing
Services with the Accounting, Auditing and SEC
Services department of PricewaterhouseCoopers
LLP from July 1996 to November 1997. Accounting
and Business Advisory Services
Department--Pittsburgh Site Leader of
PricewaterhouseCoopers LLP from 1988 until June
1996. Client Service and Engagement Partner of
PricewaterhouseCoopers LLP from 1985 until
November 1997.

Howard Mileaf Vice President -- General Counsel. Vice 64
President -- General Counsel of the Company
since May 1998; Vice President -- Special
Counsel of the Company from April 1993 to April
1998. Trustee/Director of Neuberger Berman
Equity Mutual Funds, since 1984. Arnold Nance
Vice President -- Finance. Vice President -
Finance since April 1998. Vice President of 44
Development and Planning of Handy & Harman since
May 1998. Special Assistant to the Chairman of
the Board of Directors from November 1995 to
April 1998. Vice President of
Wheeling-Pittsburgh Radio Corporation from July
1993 to November 1995.

Arnold Nance Vice President -- Finance. Vice President - 44
Finance since April 1998. Vice President of
Development and Planning of Handy & Harman since
May 1998. Special Assistant to the Chairman of
the Board of Directors from November 1995 to
April 1998. Vice President of
Wheeling-Pittsburgh Radio Corporation from July
1993 to November 1995.

Item 11. Management Remuneration

EXECUTIVE COMPENSATION

Summary Compensation Table. The following table sets forth, for the
fiscal years indicated, all compensation awarded to, paid to or earned by the
following type of executive officers for the fiscal years ended 1998, 1999 and
2000: (i) individuals who served as, or acted in the capacity of, the Company's
chief executive officer for the fiscal year ended December 31, 2000 (Messrs.
Bradley and LeBlanc currently serve as Co-Principal Executive Officers, with Mr.
Bradley having primary responsibility for the operations of WPSC and Mr. LeBlanc
having primary responsibility for the operations of H&H); and (ii) the Company's
other most highly compensated executive officers, which together with the
Co-Principal Executive Officers are the five most highly compensated officers of
the Company whose salary and bonus exceeded $100,000 with respect to the fiscal

year ended December 31, 2000 and who were employed at the end of fiscal year
2000. Please note that Messrs. LeBlanc and Bradley and the executive officers
identified in (ii) above are collectively referred to as the "Named Executive
Officers."

Summary Compensation Table
Long Term
Name and Principal Position Annual Compensation Compensation
--------------------------- ------------------- ------------

Other Annual Securities All Other
Salary Bonus Compensation Underlying Compensation
Year ($) ($)(1) ($)(2) Options (#) ($)(3)
---- ------ ------ ------------ ---------- -------------

James G. Bradley ............. 2000 400,000 -- -- -- 12,350
Executive Vice President(4) .. 1999 400,000 125,000 -- -- 10,767
1998 277,436 150,000 46,445(5) 260,000 10,767

Robert D. LeBlanc ............ 2000 433,500 175,000 -- -- 2,496(7)
Executive Vice President (6) . 1999 410,774 300,000 -- -- 1,640(7)
1998 298,469 150,000 -- 260,000 121,043(8)

Arnold Nance ................. 2000 364,525 75,000 -- 10,000 8,628(9)
Vice President-Finance ....... 1999 355,654 150,000 -- -- 8,718(10)
1998 282,154 105,000 42,172(11) 100,000 7,308

Howard A. Mileaf ............. 2000 120,000 480,000 -- -- 15,300
Vice President-General Counsel 1999 120,000 500,000 -- -- 15,300
1998 120,000 1,080,000 -- -- 14,623

Paul Mooney .................. 2000 275,000 35,000 -- -- 35,996(12)
Vice President ............... 1999 275,000 30,000(13) -- -- 35,033(12)
1998 256,250 90,000(13) 44,282(14) -- 36,992(15)

- ------------------
(1) Mr. Mileaf was granted a bonus during 2000, 1999 and 1998 for his
performance relative to an insurance company settlements, as a
result of which the Company received gross proceeds of in excess of
an aggregate of approximately $38 million. Messrs. LeBlanc and Nance
were granted bonuses pursuant to the H&H Management Incentive Plan.
Messrs. LeBlanc, Nance and Mooney were granted bonuses in 2000 and
1999 for services performed in the prior year. Mr. Bradley was
granted a bonus in 2000 for services performed in the prior year.
All bonus amounts have been attributed to the year in which the
services were performed.
(2) Excludes perquisites and other personal benefits unless the
aggregate amount of such compensation exceeds the lesser of either
$50,000 or 10% of the total of annual salary and bonus reported for
such Named Executive Officer.
(3) Amounts shown, unless otherwise noted, reflect employer
contributions to pension plans.
(4) Effective April 23, 1998, Mr. Bradley returned as President and
Chief Executive Officer.
(5) Includes membership dues of $31,355.
(6) Mr. LeBlanc's employment with the Company commenced April 1998 as a
result of the Handy & Harman acquisition.
(7) Represents insurance premiums paid by the Company.
(8) Includes the value of awards under the H&H Long-Term Incentive Plan
aggregating $120,097, half of which vested in February 1999 and half
of which vested in January 2000, and insurance premiums of $946 the
Company paid in 1998.
(9) Includes insurance premiums paid by the Company in 2000 of $928.
(10) Includes insurance premiums paid by the Company in 1999 of $1,018.
(11) Includes relocation allowance of $40,411.
(12) Includes insurance premiums paid by the Company in 2000 and 1999 of
$25,000.
(13) Represents payments made pursuant to Mr. Mooney's employment
agreement.
(14) Includes membership dues of $36,233.
(15) Includes insurance premiums paid by the Company in 1998 of $28,125.

Option Grants Table. The following table sets forth certain
information regarding stock option grants made to each of the Named Executive
Officers during the fiscal year ended December 31, 2000.

Option Grants in Last Fiscal Year

Potential Realizable
Value at Assumed Annual
Rates of Stock Price
Appreciation for
Individual Grants Option Term
----------------------------------- ------------

% of Total
Options
Number of Securities Granted to Exercise
Underlying Options Employees in Price Expiration
Name Granted (#) (1) Fiscal Year ($/Sh) Date 5%($) 10%($)
---- --------------- ----------- ------ ---- ----- ------

Arnold Nance .......... 10,000 3.7% $ 6.875 2/9/10 43,236 109,570

(1) All options were granted under the Company's 1991 Incentive and
Nonqualified Stock Option Plan and vest ratably over a three-year
period. This period commenced February 9, 2000.

Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values

The following table sets forth certain information
concerning unexercised stock options held by the Named Executive Officers as of
December 31, 2000.

Number of Securities Underlying Value of Unexercised In-the-
Unexercised Options at 2000 Fiscal Money Options at 2000 Fiscal
Year-End(#) Year-End($)(1)
Name Exercisable/Unexercisable Exercisable/ Unexercisable
- ---- ------------------------- --------------------------
James G. Bradley.............. 260,000/0 0/0
Robert D. LeBlanc............. 260,000/0 0/0
Arnold Nance.................. 103,333/6,667 0/0
Howard A. Mileaf.............. 25,000/0 0/0
Paul Mooney .................. 40,000/0 0/0

(1) On December 29, 2000, the last reported sales price of the Common
Stock as reported on the New York Stock Exchange Composite Tape was
$0.75.

Long-Term Incentive and Pension Plans. Other than as described
below, the Company does not have any long-term incentive or defined benefit
pension plans.

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

H&H maintains the Supplemental Executive Retirement Plan ("SERP") to
provide executive officers the amount of reduction in their formula pension
benefits under the Handy & Harman Pension Plan on account of the limitation on
pay under Section 401(a)(17) of the Internal Revenue Code ("IRC") and the
limitation on benefits under Section 415 of the IRC. The SERP also applies the
Handy & Harman Pension Plan formula to the Career Average Pay

after including 100 percent of the amounts received under the Handy & Harman
Management Incentive Plan. Amounts received under the SERP are not subject to
Cost of Living increases.

The following Table shows the projected Annual Retirement Benefits,
payable on the basis of ten years of certain payments and thereafter for life,
to each of the individuals listed in the Summary Compensation Table at age 65
assuming continuation of employment until age 65. The amounts shown under Salary
reflect the December 31, 2000 rate of salary paid by H&H as plan compensation of
Messrs. LeBlanc and Nance of $433,500 and $227,500, respectively, and include
the benefits payable under both the Handy & Harman Pension Plan and the SERP.
The amount of benefits shown under Bonus would be payable under the SERP and
assumes continuation of the amount of Bonus received for 2000.

Executive Pension Benefits

Normal Retirement Annual Retirement Benefits From:
Name Date (NRD) Service at NRD Salary Bonus Total
- ---- ---------- -------------- ------ ----- -----
R.D. LeBlanc July 1, 2014 17 yrs. 8 mos. $148,547 $ 65,442 $213,989

A.G. Nance January 1, 2022 28 yrs. 6 mos. 111,706 38,125 149,831

In 1998 WPC established a supplemental defined benefit plan covering
WPC salaried employees employed as of January 31, 1998 which provides a
guaranteed minimum benefit based on years of service and compensation. The gross
benefit from this plan is offset by the annuitized value of the defined
contribution plan account balance and any benefits payable from the Pension
Benefit Guaranty Corporation from the previously terminated defined benefit
pension plan. None of the Named Executive Officers are entitled to any benefits
under such plan.

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

Employment Agreements. Mr. Robert D. LeBlanc became Executive Vice
President of the Company pursuant to a three-year employment agreement dated as
of April 7, 1998, which will be automatically extended for successive two-year
periods unless earlier terminated pursuant to the provisions of such agreement.
The agreement provides for an annual salary to Mr. LeBlanc of no less than
$400,000 and an annual bonus to be awarded at the Company's sole discretion. Mr.
LeBlanc was granted bonuses of $175,000 and $300,000 in 2001 and 2000,
respectively, for services performed in 2000 and 1999. In the event that Mr.
LeBlanc's employment is terminated by the Company other than with cause, he will
receive a payment of two year's salary at the highest rate in effect for the
twelve preceding months plus two times his average bonus during the last three
preceding years.

Mr. James G. Bradley became President and Chief Executive Officer of
WPSC and Executive Vice President of the Company pursuant to a three-year
employment agreement dated as of April 23, 1998, which will be automatically
extended for successive three-year periods unless earlier terminated pursuant to
the provisions of such agreement. The agreement provides for an annual salary to
Mr. Bradley of $400,000 and an annual bonus to be awarded at the Company's sole
discretion. Mr. Bradley was granted a bonus of $125,000 in 2000 for services
performed in 1999. In the event that Mr. Bradley's employment is terminated by
the Company other than with cause, he will receive a payment of $1,200,000.

Mr. Arnold Nance became Vice President, Planning and Development of
H&H pursuant to a one-year employment agreement with H&H dated as of May 1,
1998, which was amended as of December 21, 1998 and which will automatically be
extended for successive one-year periods unless earlier terminated pursuant to
the provisions of such agreement. The agreement provides for an annual salary to
Mr. Nance of no less than $210,000 and an annual bonus to be awarded at the
Company's sole discretion. Mr. Nance was granted bonuses of $75,000 and $150,000
in 2001 and 2000, respectively, for services performed in 2000 and 1999. In the
event that Mr. Nance's employment is terminated by the Company other than with
cause, he will receive a payment of one year's salary at the highest rate in
effect during the 12 preceding months.

Report on Repricing of Options. None of the stock options granted
under any of the Company's plans were repriced in the fiscal year ended 2000.

Compensation Committee Interlock and Insider Participation. Messrs.
Davidow, Goldsmith and Olshan each served as a member of the Compensation
Committee of the Board of Directors during the fiscal year ended December 31,
2000. Mr. Olshan is a member of Olshan Grundman Frome Rosenzweig & Wolosky LLP,
which the Company has retained as outside general counsel since January 1991.
The Company has paid such firm approximately $524,584 during the fiscal year
ended December 31, 2000.

Management Agreement with WPN Corp. Pursuant to the Management
Agreement, approved by a majority of the Company's disinterested directors, WPN,
of which Ronald LaBow, the Chairman of the Board of the Company, is the sole
stockholder and an officer and director, provides financial, management,
advisory and consulting services to the Company, subject to the supervision and
control of the disinterested directors. Such services include, among others,
identification, evaluation and negotiation of acquisitions, responsibility for
financing matters, review of annual and quarterly budgets, supervision and
administration, as appropriate, of all the Company's accounting and financial
functions and review and supervision of the Company's reporting obligations
under Federal and state securities laws. For fiscal year 2000 and 1999, WPN
received a monthly fee of $520,833.33. In 1998, WPN received a monthly fee of
$458,333.33 from January 1 until April 13 and $520,833.33 from April 14 until
December 31. In addition, in October 1999 the Board of Directors also awarded a
$3,280,000 bonus to WPN and in September 1998 the Board of Directors awarded WPN
a bonus of $3,750,000, each in recognition of the extraordinary returns earned
by WPN on behalf of the Company in its management of the Company's cash and
marketable securities. In August 1997, the Company granted WPN options to
acquire 1,000,000 shares of Common Stock. Such options are held by WPN as
nominee for Ronald LaBow, Stewart E. Tabin and Neale X. Trangucci, each of whom
is an officer of WPN, and has the right to acquire 600,000, 200,000 and 200,000
shares, respectively, of Common Stock. WPN additionally beneficially owns
options to purchase 982,500 shares of Common Stock. The weighted average
exercise price of all such options is $10.23. None of these options were
exercised in 2000. The Company provides indemnification for WPN's employees,
officers and directors against any liability, obligation or loss resulting from
their actions pursuant to the Management Agreement. The Management Agreement has
a two year term and is renewable automatically for successive two year periods,
unless terminated by either party upon 60 days' notice prior to the renewal
date. WPN Corp. also receives certain benefits from financial intermediaries
which it transacts business with on behalf of the Company in the form of
research materials and services, which are used by WPN Corp. on behalf of the
Company and in connection with its other activities. For the fiscal year 2000,
the amount of such reimbursement was approximately $75,000. WPN has not derived
any other income and has not received reimbursement of any of its expenses
(other than health benefits and standard directors' fees) from the Company in
connection with the performance of services described above. The Company
believes that the cost of obtaining the type and quality of services rendered by
WPN under the Management Agreement is no less favorable than the cost at which
the Company could obtain from unaffiliated entities.

Item 12. Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information concerning ownership of
the Common Stock of WHX Corporation outstanding at April 2, 2001, by (i) each
person known by the Company to be the beneficial owner of more than five percent
of its Common Stock, (ii) each director, (iii) each of the executive officers
named in the summary compensation table and (iv) by all directors and executive
officers of the Company as a group. Unless otherwise indicated, each stockholder
has sole voting power and sole dispositive power with respect to the indicated
shares.

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

Deutsche Bank A.G. (3)
Taunusanlage 12, D-60325
Frankfurt am Main, Federal Republic of Germany 3,936,018 21.0%

Founders Financial Group, L.P. (4)
53 Forest Avenue
Old Greenwich, Connecticut 06870 1,034,706 6.9%

WPN Corp. (5)
110 E. 59th Street
New York, New York 10022 1,694,150 10.3%

Donald Smith & Co., Inc. (6)
East 80, Route 4, Suite 360
Paramus, New Jersey 07652 830,000 5.6%

Dimensional Fund Advisors Inc. (7)
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401 1,371,625 9.2%

Gabelli Funds, LLC (8)
One Corporate Center,
Rye, New York 10580 1,827,881 11.8%

Alliance Capital Management L.P. (9)
1290 Avenue of the Americas
New York, New York 10104 1,162,100 7.8%

Dewey Square Investors Corporation (10)
One Financial Center
Boston, Massachusetts 02111 866,419 5.8%

Ronald LaBow 1,694,150(5) 10.3%

Neil D. Arnold 70,000(11) *

Paul W. Bucha 115,000(11) *

Robert A. Davidow 112,035(12) *

William Goldsmith 70,000(11) *

Robert D. LeBlanc 290,090(13) 1.9%

Marvin L. Olshan 71,000(12) *

Raymond S. Troubh 72,000(12) *

James G. Bradley 261,654(14) 1.7%

Howard A. Mileaf 27,000(15) *

Arnold Nance 109,158(16) *

All Directors and Executive Officers as a Group
(12 persons) 2,982,087(17) 16.9%

- --------------------------
* less than one percent.

(1) Each director and executive officer has sole voting power and sole
dispositive power with respect to all shares beneficially owned by
him unless otherwise indicated.
(2) Based upon shares of Common Stock outstanding at April 2, 2001 of
14,920,182 shares.
(3) Based on a Schedule 13G filed in February 2001, Deutsche Bank A.G.
beneficially owns 687,220 shares of Series A Convertible Preferred
Stock and 666,460 shares of Series B Convertible Preferred Stock
convertible into 2,177,525 and 1,633,493 shares of Common Stock,
respectively, and 125,000 shares of Common Stock.
(4) Based on a Schedule 13G/A filed in February 2000, Founders Financial
Group, L.P, Forest Investment Management LLC/ADV, Michael A. Boyd,
Inc. and Michael A. Boyd collectively beneficially hold 1,034,706
shares of Common Stock.

(5) Based on a Schedule 13D filed jointly in December 1997 by WPN Corp.,
Ronald LaBow, Stewart E. Tabin and Neale X. Trangucci. Includes
1,582,500 shares of Common Stock issuable upon exercise of options
within 60 days hereof. Ronald LaBow, the Company's Chairman, is the
sole stockholder of WPN Corp. Consequently, Mr. LaBow may be deemed
to be the beneficial owner of all shares of Common Stock owned by
WPN Corp. Mr. LaBow disclaims beneficial ownership of the options to
purchase 400,000 shares of Common Stock held by WPN Corp. as nominee
for Messrs. Tabin and Trangucci, all of which are exercisable within
60 days hereof. Messrs. Tabin and Trangucci are officers and
directors of WPN Corp. and disclaim beneficial ownership of all
shares of Common Stock owned by WPN Corp., except for options to
purchase such 400,000 shares of Common Stock held by WPN Corp. as
nominee for Messrs. Tabin and Trangucci. Each of Messrs. Tabin and
Trangucci holds options, exercisable within 60 days hereof, to
purchase 435,000 shares of Common Stock.
(6) Based on Schedule 13G filed in February 2001, Donald Smith & Co.,
Inc. beneficially holds 830,000 shares of Common Stock.
(7) Dimensional Fund Advisors, Inc. ("Dimensional"), an investment
advisor registered under Section 203 of the Investment Advisors Act
of 1940, furnishes investment advice to four investment companies
registered under the Investment Company Act of 1940, and serves as
investment manager to certain other investment vehicles, including
commingled group trusts. (These investment companies and investment
vehicles are the "Portfolios"). In its role as investment advisor
and investment manager, Dimensional possessed both investment voting
power over 1,317,625 shares of WHX Corporation stock as of December
31, 2000. The Portfolios own all securities reported in this
statement, and Dimensional disclaims beneficial ownership of such
securities.
(8) Based on a Schedule 13D/A filed in January 2001, Gabelli Funds, LLC,
GAMCO Investors, Inc., Gabelli International Limited, Gabelli
Advisers, Inc. and Gabelli Performance Partnership L.P. collectively
beneficially hold 1,827,881 shares of Common Stock. This amount
includes Common Stock issuable upon their conversion of 340,876
shares of Series A Convertible Preferred Stock and 254,658 shares of
Series B Convertible Preferred Stock.
(9) Based on a Schedule 13G filed jointly in February 1999, Alliance
Capital Management, L.P., AXA, AXA Assurances I.A.R.D. Mutuelle
("AXAAIM"), AXA Assurances Vie Mutuelle ("AXAAVM"), AXA Conseil Vie
Assurance Mutuelle ("AXACVAM"), AXA Courtage Assurance Mutuelle
("AXACAM") and The Equitable Companies, Inc. collectively
beneficially hold 1,162,100 shares of Common Stock. The address of
AXA is 9 Place Vendome 75001 Paris, France. The address of AXAAIM
and AXAAVM is 21, rue de Chateaudun 75009 Paris, France. The address
of AXACVAM is 100-101 Terrasse Boieldieu 92042 Paris La Defense,
France. The address of AXACAM is 26, rue Louis le Grand 75002 Paris,
France.
(10) Based on a Schedule 13G/A filed in January 1999, Dewey Square
Investors Corp. beneficially holds 866,419 shares of Common Stock.
This amount includes Common Stock issuable upon their conversion of
Preferred Stock.
(11) Consists of shares of Common Stock issuable upon their exercise of
options within 60 days hereof.
(12) Includes 70,000 shares of Common Stock issuable upon their exercise
of options within 60 days hereof.
(13) Includes 260,000 shares of Common Stock issuable upon their exercise
of options within 60 days hereof, 21,639 shares of Common Stock, and
approximately 2,451 shares of Common Stock issuable upon conversion
of 1,000 shares of Series B Preferred Stock owned directly by Mr.
LeBlanc, 1,000 shares of Common Stock held by Mr. LeBlanc's wife and
4,000 shares of Common Stock held by Mr. LeBlanc's children.
(14) Includes 260,000 shares of Common Stock issuable upon their exercise
of options within 60 days hereof.
(15) Includes 25,000 shares of Common Stock issuable upon their exercise
of options within 60 days hereof.
(16) Includes 103,333 shares of Common Stock issuable upon their exercise
of options within 60 days hereof, approximately 3,105 shares of
Common Stock issuable upon conversion of 980 shares of Series A
Preferred Stock, approximately 980 shares of Common Stock issuable
upon conversion of 400 shares of Series B Preferred Stock held by
Mr. Nance's children, and 1,740 shares of Common Stock.
(17) Includes 2,695,833 shares of Common Stock issuable upon their
exercise of options within 60 days hereof.

Item 13. Certain Relationships and Related Transactions

Paul W. Bucha, a director of the Company, is WPSC's designee to the
Board of Wheeling-Nisshin. James D. Hesse, a former Vice President of the
Company, is President, Chief Executive Officer and a director of
Wheeling-Nisshin. The WPC Group (as defined below) currently holds a 35.7%
equity interest in Wheeling-Nisshin. Mr. Bucha is also (i) the Chairman and a
director of Ohio Coatings Company, a joint venture 50% owned by WPSC and (ii)
the

director and a vice president of Wheeling Downs Racing Association, which is 50%
owned by WHX Entertainment Corp., a wholly-owned subsidiary of the Company.

Marvin L. Olshan, a director and Secretary of the Company, is a
member of Olshan Grundman Frome Rosenzweig & Wolosky LLP ("OGFR&W"). The Company
has retained OGFR&W as its outside general counsel since January 1991. For the
fiscal year ended December 31, 2000, the Company paid OGFR&W approximately
$524,584.

Management Agreement

Pursuant to the Management Agreement approved by a majority of the
Company's disinterested directors, WPN, of which Ronald LaBow, the Company's
Chairman, is the sole stockholder and an officer and a director, provides the
Company with financial, management, advisory and consulting services to the
Company, subject to the supervision and control of the disinterested directors.
The Management Agreement has a two year term and is renewable automatically for
successive two year periods, unless terminated by either party upon 60 days'
notice prior to the renewal date. The Company believes that the cost of
obtaining the type and quality of services rendered by WPN under the Management
Agreement is no less favorable than the cost at which the Company could obtain
from unaffiliated entities. See "Item 11. Management Remuneration - Executive
Compensation-Management Agreement with WPN Corp."

PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a) 2. Audited Financial Statements of Wheeling-Nisshin, Inc.

The following audited Financial Statements of Wheeling-Nisshin, Inc.
are presented because Wheeling-Nisshin is considered a significant
subsidiary as defined under SEC Regulations.

Report of Independent Accountants

To the Shareholders and Board of Directors
of Wheeling-Nisshin, Inc.

In our opinion, the accompanying balance sheets and the related
statements of income, shareholders' equity and cash flows present fairly, in all
material respects, the financial position of Wheeling-Nisshin, Inc. (the
"Company") at December 31, 2000 and 1999, and the results of its operations and
its cash flows for each of the three years in the period ended December 31,
2000, 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.

PricewaterhouseCoopers LLP
Pittsburgh, PA
February 12, 2001

WHEELING-NISSHIN, INC.
Balance Sheets

2000 1999
(in thousands,
except for shares amounts)
Assets
Current assets:
Cash and cash equivalents $ 15,608 $ 19,044
Short-term investments (Note 3) 42,241 39,493
Trade accounts receivable, net of allowance for
bad debts of $250 in 2000 and 1999 (Note 9) 10,355 16,856
Inventories (Note 4) 11,645 20,248
Deferred tax assets (Note 7) 3,129 3,985
Other current assets 880 841
-------- --------

Total current assets 83,858 100,467
-------- --------

Property, plant and equipment, net (Note 5) 93,538 104,389
Other assets 557 718
-------- --------

Total assets $177,953 $205,574

Liabilities and Shareholders' Equity

Current liabilities:
Accounts payable $ 5,285 $ 9,348
Due to affiliates (Note 9) 2,277 9,449
Accrued income taxes 163 809
Other accrued liabilities 3,448 3,736
Accrued profit sharing 373 2,195
Current portion of long-term debt (Note 6) -- 4,106
-------- --------

Total current liabilities 11,546 29,643
-------- --------

Deferred tax liabilities (Note 7) 25,662 27,220
Other long-term liabilities (Note 10) 3,420 3,435
-------- --------

Total liabilities 40,628 60,298
-------- --------

Contingencies (Note 10)

Shareholders' equity:
Common stock, no par value; authorized,
issued and outstanding, 7,000 shares 71,588 71,588
Retained earnings 65,737 73,688
-------- --------

Total shareholders' equity 137,325 145,276
-------- --------

Total liabilities and shareholders' equity $177,953 $205,574
======== ========

WHEELING-NISSHIN, INC.
Statement of Shareholders' Equity

2000 1999 1998
(in thousands)
Net sales (Note 9) $ 335,193 $ 365,110 $ 396,632

Cost of goods sold, including depreciation of $12,655
in 2000, $12,497 in 1999 and $12,639 in 1998 (Note 9) 328,642 346,795 358,261
--------- --------- ---------

Gross profit 6,551 18,315 38,371
--------- --------- ---------

Selling, general and administrative expenses 6,043 7,155 6,957
--------- --------- ---------

Operating income 508 11,160 31,414
--------- --------- ---------

Other income (expense):
Interest and other income 3,510 3,049 3,002
Interest expense (100) (464) (985)
--------- --------- ---------

3,410 2,585 2,017
--------- --------- ---------

Income before income taxes 3,918 13,745 33,431

Provision for income taxes (Note 7) 1,369 5,018 12,259
--------- --------- ---------

Net income $ 2,549 $ 8,727 $ 21,172
========= ========= =========

WHEELING-NISSHIN, INC.
Statements of Cash flows
Common Retained
Stock Earnings Total
(in thousands, except for per share amounts)
Balance at December 31, 1997 $ 71,588 $ 71,789 $ 143,377

Net income -- 21,172 21,172

Cash dividends ($2,000 per share) -- (14,000) (14,000)
--------- --------- ---------

Balance at December 31, 1998 71,588 78,961 150,549

Net income -- 8,727 8,727

Cash dividends ($2,000 per share) -- (14,000) (14,000)
--------- --------- ---------

Balance at December 31, 1999 71,588 73,688 145,276

Net income -- 2,549 2,549

Cash dividends ($1,500 per share) -- (10,500) (10,500)
--------- --------- ---------

Balance at December 31, 2000 $ 71,588 $ 65,737 $ 137,325
========= ========= =========

2000 1999 1998
Cash flows from operating activities: (in thousands)
Net income $ 2,549 $ 8,727 $ 21,172
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 12,841 12,772 13,002
Loss on disposal of property and equipment -- 65 6
Deferred income taxes (702) 267 545
Net change in operating assets and liabilities:
Trade accounts receivable 6,501 (6,594) 6,102
Inventories 8,603 (6,961) 2,163
Prepaid and accrued income taxes (646) 1,854 (906)
Other assets 100 (503) 190
Accounts payable (4,063) 3,967 (5,303)
Due to affiliates (7,172) 5,481 612
Other accrued and long-term liabilities (2,125) (5,551) 2,620
--------- --------- ---------

Net cash provided by operating activities 15,886 13,524 40,203
--------- --------- ---------

Cash flows from investing activities:
Capital expenditures, net (1,968) (3,431) (222)
Proceeds from sale of land -- -- 24
Purchase of investments (88,295) (113,509) (44,214)
Maturity of investments 85,547 122,675 24,055
--------- --------- ---------

Net cash (used in) provided by investing activities (4,716) 5,735 (20,357)
--------- --------- ---------

Cash flows from financing activities:
Payments on long-term debt (4,106) (7,493) (6,881)
Payment of dividends (10,500) (14,000) (14,000)
--------- --------- ---------

Net cash used in financing activities (14,606) (21,493) (20,881)
--------- --------- ---------

Net decrease in cash and cash equivalents (3,436) (2,234) (1,035)

Cash and cash equivalents:
Beginning of the year 19,044 21,278 22,313
--------- --------- ---------

End of the year $ 15,608 $ 19,044 $ 21,278

Supplemental cash flow disclosures: Cash paid during the year for:
Interest $ 100 $ 618 $ 1,115

Income taxes $ 2,795 $ 2,935 $ 12,622

WHEELING-NISSHIN, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Description of Business

Wheeling-Nisshin, Inc. (the Company) is engaged in the production and
marketing of galvanized and aluminized steel products at a manufacturing
facility in Follansbee, West Virginia. Principally all of the Company's sales
are to ten trading companies located primarily in the United States. At December
31, 2000, Nisshin Holding Incorporated, a wholly-owned subsidiary of Nisshin
Steel Co., Ltd., (Nisshin), and Wheeling-Pittsburgh Corporation
(Wheeling-Pittsburgh), a wholly-owned subsidiary of WHX Corporation, owned 64.3%
and 35.7% of the outstanding common stock of the Company, respectively.

2. Summary of Significant Accounting Policies

Cash and Cash Equivalents

Cash and cash equivalents consist of general cash accounts and highly
liquid debt instruments with maturities of three months or less when purchased.
Substantially all of the Company's cash and cash equivalents are maintained at
one financial institution. No collateral or other security is provided on these
deposits, other than $100 of deposits insured by the Federal Deposit Insurance
Corporation.

Short-Term Investments

The Company follows Statement of Financial Accounting Standards (SFAS)
No. 115, "Accounting for Certain Investments in Debt and Equity Securities,"
which requires that securities be classified as trading, held-to-maturity, or
available-for-sale. The Company's investments are classified as held-to-maturity
and are recorded at amortized cost, which approximates fair value.

Inventories

Inventories are stated at the lower of cost or market. Cost is
determined by the first-in, first-out (FIFO) method.

Property, Plant and Equipment

Property, plant and equipment is stated at cost less accumulated
depreciation.

Major renewals and improvements are charged to the property accounts,
while replacements, maintenance and repairs, which do not improve or extend the
useful lives of the respective assets are expensed. Upon disposition or
retirement of property, plant and equipment, the cost and the related
accumulated depreciation are removed from the accounts. Gains or losses on sales
are reflected in other income.

Depreciation is provided using the straight-line method over the
estimated useful lives of the assets.

The carrying value of property, plant and equipment is evaluated
periodically in relation to the operating performance and future undiscounted
cash flows of the underlying operations. Adjustments are made if the sum of
expected future net cash flows is less than book value.

Debt Issuance Costs

Debt issuance costs associated with long-term debt secured to finance
the construction of the Company's original manufacturing facility and the second
production line were capitalized and amortized using the effective interest
method over the term of the related debt. The capitalized costs were fully
amortized in 2000.

Income Taxes

The Company follows SFAS No. 109, "Accounting for Income Taxes," to
recognize deferred tax liabilities and assets for the difference between the
financial statement carrying amounts and the tax basis of assets and
liabilities using enacted tax rates in effect in the years in which the
differences are expected to reverse. Valuation allowances are established when
necessary to reduce deferred tax assets to the amount expected to be realized.

Earnings per Share

The Company follows SFAS No. 128, "Earnings per Share," which requires
the disclosure of basic and diluted earnings per share.

Earnings per share is calculated by dividing net income by the weighted
average number of shares of common stock outstanding during each period.

Reclassifications

Certain prior year amounts have been reclassified to conform to the
current year presentation. The reclassifications primarily consisted of the
inclusion of depreciation expense in cost of goods sold. Additionally, freight
costs billed to customers has been included in net sales and freight out
included in cost of goods sold. Previously, freight costs not recovered from
customers were reflected as a reduction of net sales. The Company also
reclassified equipment reserves netted in property, plant and equipment in prior
years to other long-term liabilities.

3. Short-Term Investments

The composition of the Company's short-term investments at December 31
consisted of the following:

2000 1999
Certificates of deposit $ -- $ 4,000
U.S. government bonds 6,900 900
Corporate bonds 10,244 --
Commercial paper 25,097 $34,593
------- -------
$42,241 $39,493
------- -------

4. Inventories

Inventories consisted of the following at December 31:

2000 1999
Raw materials $ 3,980 $11,043
Finished goods 7,665 9,205
------- -------
$11,645 $20,248
------- -------

5. Property, Plant and Equipment

Property, plant and equipment consisted of the following at December 31:

Estimated Useful Lives
(Years

2000 1999
Buildings and building improvements 15-31.5 $ 25,119 $ 34,773
Land improvements 15 3,097 3,097
Machinery and equipment 3-15 169,183 165,583
Office equipment 10 3,089 2,797
--------- ---------

210,488 206,250
Less accumulated depreciation
(118,920) (106,099)
--------- ---------

91,568 100,151
Land
Construction in process 1,002 1,002
968 3,236

$ 93,538 $ 104,389
========= =========

Depreciation expense was $12,820 in 2000, $12,685 in 1999 and $12,915 in
1998.

6. Long-Term Debt

Long-term debt at December 31, 1999 consisted of $4,106 due under
industrial revenue bonds for the second production line. The bonds accrued
interest at .625% over the LIBOR rate, as adjusted for periods ranging from
three months to one year, as elected by the Company. The interest rate on the
bonds was 6.65% at December 31, 1999. The bonds were payable in equal
semi-annual installments of $2,853 plus interest and were repaid in full in
September 2000.

The industrial revenue bonds were collateralized by substantially all
property, plant and equipment and were guaranteed by Nisshin. In addition, the
industrial revenue bonds provided that dividends may not be declared or paid
without the prior written consent of the lender. Such approval was obtained for
the dividends paid in years 2000, 1999 and 1998.

7. Income Taxes

The provision for income taxes for the years ended December 31 consisted
of:

2000 1999 1998
Current: $ 1,788 $ 4,445 $11,005
U.S. Federal 283 306 709
State (702) 267 545
------- ------- -------
Deferred
$ 1,369 $ 5,018 $12,259
======= ======= =======

Reconciliation of the federal statutory and effective tax rates for
2000, 1999 and 1998 is as follows:

2000 1999 1998
Federal statutory rate 35.0 % 35.0 % 35.0 %
State income taxes, net of federal income tax benefit 4.6 1.6 1.6
Federal graduated rate effect (1.0) -- --
Other, net (3.6) (.1) .1
------- ------ -------

35.0 % 36.5 % 36.7 %
======= ====== =======

The deferred tax assets and liabilities recorded on the balance sheets
as of December 31 are as follows:

2000 1999

Deferred Tax assets:
Accrued expenses $ 1,034 $ 1,897
Other 2,095 2,088
-------- --------

3,129 3,985
-------- --------
Deferred tax liabilities:
Depreciation and amortization 23,639 25,237
Other 2,023 1,983
-------- --------

25,662 27,220
------ ---------

$ 22,533 $ 23,235
========= =========

The Company has received two separate tax credits for new business
investment and jobs expansion (Supercredits) in West Virginia. The Supercredits
may only be applied to offset the West Virginia income tax liability generated
by the specific business expansion that created the credit. The first
Supercredit was granted in 1988 and expired in 1997. However, the Company had
approximately $2,500 of credit carryforwards attributed to the 1988 investment
that was available to offset the Company's West Virginia income tax liability
for the three taxable years ended 2000.

The second Supercredit granted in 1993 can be used to offset up to
$5,958 annually of West Virginia income tax attributable to the 1993 investment
through the 2002 tax year. A portion of any unused credit may be carried forward
for three taxable years thereafter.

A valuation allowance for the entire amount of the Supercredits has been
recognized in the accompanying financial statements. Accordingly, as the
Supercredits are utilized, a benefit is recognized through a reduction of the
current state income tax provision. Such benefit amounted to approximately $275
in 2000, $565 in 1999 and $1,120 in 1998.

8. Employee Benefit Plans

Retirement Plan

The Company has a noncontributory, defined contribution plan which
covers eligible employees. The plan provides for Company contributions ranging
from 2% to 6% of the participant's annual compensation based on their years of
service. The Company's contribution to the plan was $428 in 2000, $574 in 1999
and $490 in 1998.

Profit-Sharing Plan

The Company has a nonqualified profit-sharing plan for eligible
employees, providing for cash distributions to the participants in years when
income before income taxes is in excess of $500. These contributions are based
on an escalating scale from 5% to 15% of income before income taxes. The
profit-sharing expense, which includes the profit-sharing contribution and the
related employer payroll taxes, was $373 in 2000, $2,090 in 1999 and $6,290 in
1998.

Postretirement Benefits

The Company has a defined benefit postretirement plan which covers
eligible employees. Generally, the plan calls for a stated percentage of medical
expenses reduced by deductibles and other coverages. The plan is currently
unfunded. The postretirement benefit expense was $68 for 2000, 1999 and 1998.
Accrued postretirement benefits were approximately $339 and $271 at December 31,
2000 and 1999, respectively.

9. Related Party Transactions

The Company has a supply agreement with Wheeling-Pittsburgh under which
the Company has agreed to purchase a specified portion of its required raw
materials through the year 2013. The Company purchased $128,486 in 2000,
$170,458 in 1999 and $164,473 in 1998 of raw materials and processing services
from Wheeling-Pittsburgh. The amounts due Wheeling-Pittsburgh for such purchases
are included in due to affiliates in the accompanying balance sheets.

In 1999, the Company received notice from Wheeling-Pittsburgh as to a
pricing dispute under the supply agreement for amounts owed for raw material
purchases during the third and fourth quarters of 1999. On March 10, 2000, the
Company reached a settlement in the amount of approximately $2,000 with
Wheeling-Pittsburgh over the pricing dispute. The settlement amount was recorded
in the 1999 financial statements and subsequently paid by the Company in 2000.

The Company also sells products to Wheeling-Pittsburgh. Such sales
totaled $1,957 in 2000, $1,175 in 1999 and $1,916 in 1998, of which $102 and
$302 remained unpaid at December 31, 2000 and 1999, respectively, and are
included in trade accounts receivable in the accompanying balance sheets. The
Company also sells products to Unimast, Inc., an affiliate of
Wheeling-Pittsburgh. Such sales totaled $59 in 2000, $845 in 1999 and $333 in
1998, all of which were paid at December 31, 2000, 1999 and 1998.

10. Legal Matters

The Company is a party to a dispute for final settlement of charges
related to the construction of its second production line. The Company had
claims asserted against it in the amount of approximately $6,900 emerging from
civil actions alleging delays on the project. In connection with the dispute,
the Company filed a separate claim for alleged damages that it had sustained in
the amount of approximately $400.

The claims were litigated in the Court of Common Pleas of Allegheny
County, Pennsylvania, in a jury trial, which commenced on January 5, 1996. A
verdict in the amount of $6,700 plus interest of $1,900 was entered against the
Company on October 2, 1996. After the verdict, the plaintiffs requested the
trial court to award counsel fees in the amount of $2,422 against the Company.
The motions for counsel fees plus interest were granted by the court to the
plaintiffs in June 1997.

The Company filed appeals from the judgments to the Superior Court of
Pennsylvania in 1997. Post-judgment interest accrued during the appeal period.
Additionally, the Company posted a bond approximating $12,000 that was held by
the court pending the appeals. On December 31, 1998, a three-judge panel of the
Superior Court ruled in favor of the Company's appeals vacating the October 2,
1996 adverse verdict and the award of counsel fees and remanded the case for a
new trial.

In 1999, the plaintiffs requested the Pennsylvania Supreme Court to
review the order of the Superior Court in its entirety, including the vacating
of the verdict and the awarding of counsel fees. The plaintiffs' request was
granted on the limited issues of whether the trial court had jurisdiction to
rule on the plaintiffs' motions for counsel fees while the appeal was pending
and whether the Superior Court erred in ruling on the merits of the appeal
without first getting an explanatory statement from the trial court.

In January 2001, the Pennsylvania Supreme Court ruled favorably to
dismiss the plaintiffs' appeal of the Superior Court's ruling vacating the Order
of the Court of Common Pleas to reverse the original jury award and remanding
the case to the Court of Common Pleas of Allegheny County for retrial. As a
result of the dismissal, the $12,000 bond posted by the Company during the
appeals process was released by the Court.

The Company has been advised by its Special Counsel that it has various
legal bases for relief when a new trial is held. However, since litigation is
subject to many uncertainties, the Company is presently unable to predict the
outcome of this matter. In 1997, the Company recorded a liability in the amount
of $2,500 related to these matters, which was capitalized in property, plant and
equipment as cost overruns in the accompanying balance sheets. There is at least
a reasonable possibility that the ultimate resolution of these matters may have
a material effect on the Company's results of operations or cash flows in the
year of final determination. Any portion of the ultimate resolution for
interest, penalties and counsel fees will be charged to results of operations.

11. Fair Value of Financial Instruments

The estimated fair values and the methods used to estimate those values
are disclosed below:

Investments

The fair values of commercial paper, government bonds, corporate bonds
and certificates of deposit were $43,004 and $40,220 at December 31, 2000 and
1999, respectively. These amounts were determined based on the investment cost
plus interest receivable at December 31, 2000 and 1999.

Long-Term Debt

Based on borrowing rates currently available to the Company for bank
loans with similar terms and maturities, fair value approximates the carrying
value.

(a) 3. Exhibits

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

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

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

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

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

3.3 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-K.

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 Guaranty and Security Agreement dated as of
November 17, 2000 among the Company, as the
Grantor, and Citicorp USA, Inc, as the Secured
Party.

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

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

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

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

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

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

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

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

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

*10.10 Amended and Restated 1991 Incentive and
Nonqualified Stock Option Plan of the Company.

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

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

10.15 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.

10.16 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.

10.17 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.

10.18 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.

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

* - filed herewith.

(b) REPORTS ON FORM 8-K.

NONE

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has signed this report by the undersigned,
thereunto duly authorized in the City of New York, State of New York on April
30, 2001.

WHX CORPORATION

By /s/ Robert D. LeBlanc Date April 30, 2001
-------------------------------------------------
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/ Arnold G. Nance April 30, 2001
-------------------------------------------------------- -------------------------------------------
Arnold G. Nance, Vice President - Finance Date
(Principal Accounting Officer)

By /s/ Ronald LaBow April 30, 2001
-------------------------------------------------------- -------------------------------------------
Ronald LaBow, Chairman of the Board Date

By /s/ Neil D. Arnold April 30, 2001
-------------------------------------------------------- -------------------------------------------
Neil D. Arnold, Director Date

By /s/ Paul W. Bucha April 30, 2001
-------------------------------------------------------- -------------------------------------------
Paul W. Bucha, Director Date

By /s/ Robert A. Davidow April 30, 2001
-------------------------------------------------------- -------------------------------------------
Robert A. Davidow, Vice Chairman Date

By /s/ William Goldsmith April 30, 2001
-------------------------------------------------------- -------------------------------------------
William Goldsmith, Director Date

By /s/ Marvin L. Olshan April 30, 2001
-------------------------------------------------------- -------------------------------------------
Marvin L. Olshan, Director Date

By /s/ Robert D. LeBlanc April 30, 2001
-------------------------------------------------------- -------------------------------------------
Robert D. LeBlanc, Director & Executive Vice President Date

By /s/ Raymond S. Troubh April 30, 2001
-------------------------------------------------------- -------------------------------------------
Raymond S. Troubh, Director Date