UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-K

For the transition period from________ to ________

Commission File Number 000-50300

WHEELING-PITTSBURGH CORPORATION

Registrant’s telephone number, including area code: (304) 234-2400

     Securities registered pursuant to Section 12(b) of the Act:

None

     Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.01 per value per share
(Title of Class)

     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  þ   No   o

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) 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.   þ

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Yes  o  No  þ

     There was no market value for shares of the registrant’s Common Stock, par value $0.01 per share, as of the last business day of the registrant’s second fiscal quarter ended June 30, 2003.

Applicable only to registrants involved in bankruptcy proceedings during the preceding five years:

     Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes  þ   No   o

     The registrant had 10,000,000 shares of its common stock, par value $0.01 per share, issued and outstanding as of March 3, 2004.

Documents Incorporated by Reference: None

Table of Contents

TABLE OF CONTENTS

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PART I

Item 1 – Business

Overview

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

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

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

Reorganization

     The steel industry is cyclical and highly competitive and is affected by excess world capacity, which has restricted price increases during periods of economic growth and led to price decreases during economic contraction. Beginning in 1998 and continuing through 2001, record high levels of foreign steel imports as well as a general overcapacity in worldwide steel production caused a marked deterioration of steel prices, resulting in huge losses and substantial harm to the domestic steel industry. This record high level of foreign steel imports over a four year period, coupled with the indebtedness we incurred as a result of a ten-month work stoppage which ended in August 1997, and approximately $200 million of capital expenditures used to modernize our facilities to increase quality, efficiency, safety and environmental conditions, resulted in substantial losses and the severe erosion of our financial position and liquidity. These losses and erosion of liquidity continued to occur notwithstanding increases in operating efficiencies resulting from the modernization of our facilities, various cost saving measures and the elimination of 20% of our hourly workforce negotiated in 1997.

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

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

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

	•		WPC amended and restated its by-laws and filed a second amended and restated certificate of incorporation with the Delaware Secretary of State authorizing the issuance of up to an aggregate of 80 million shares of common stock, par value $0.01 per share, and 20 million shares of undesignated preferred stock, par value $0.001 per share.
	•		WPC exchanged, on a pro rata basis, $275 million in senior notes and $75 million in term notes that existed prior to its bankruptcy filing for an aggregate of $20 million in cash, $40 million in new Series A secured notes issued by WPSC, which are collateralized by a second lien on our tangible and intangible assets (other than our accounts receivable and inventory) and our equity interests in our joint ventures and a third lien on our accounts receivable and inventory, $20 million in new Series B secured notes issued by WPSC, which are collateralized by a fifth lien on our tangible and intangible assets, our equity interests in our joint ventures, and our accounts receivable and inventory, and 3,410,000 shares of common stock of WPC constituting 34.1% thereof.
	•		WPC cancelled its then-existing senior notes and related indenture and its then-existing term notes and the related term loan agreement.
	•		WPC cancelled all shares of its common stock that existed prior to the implementation of our plan of reorganization, at which point we ceased to be a subsidiary of WHX Corporation.
	•		WPSC entered into a new $250 million senior secured term loan facility, which is guaranteed in part by the Emergency Steel Loan Guarantee Board, the State of West Virginia, WPC and WPSC’s subsidiaries and is collateralized by a first lien on our tangible and intangible assets (other than accounts receivable and inventory) and our equity interests in our joint ventures and a second lien on our accounts receivable and inventory. We also entered into a new $225 million senior secured revolving credit facility, which is guaranteed by WPC and WPSC’s subsidiaries and is collateralized by a first lien on our accounts receivable and inventory and a third lien on our other tangible and intangible assets and our equity interests in our joint ventures.
	•		All of our obligations under our $195 million debtor-in-possession credit facility were satisfied in full and discharged.
	•		WPC and WPSC entered into an agreement with WHX Corporation providing for, among other things, a $10 million capital contribution by WHX Corporation, the cancellation of approximately $40 million in debt owed by us to WHX Corporation, a $10 million unsecured loan from WHX Corporation and an agreement with respect to our separation from WHX Corporation’s employee pension plan.
	•		WPC and WPSC entered into an agreement with our unionized employees represented by the United Steelworkers of America, or USWA, which modified our existing labor agreement to provide for, among other things, future pension arrangements with USWA and reductions in our employee-related costs.
	•		WPC issued 4,000,000 shares of its common stock constituting 40% thereof for the benefit of USWA retirees in satisfaction of certain claims under our labor agreement and an additional 1,000,000 shares of its common stock constituting 10% thereof for the benefit of our salaried employees.
	•		WPC issued 1,590,000 shares of its common stock constituting 15.9% thereof to certain of our creditors in satisfaction of various unsecured claims, including claims relating to trade debt.

     There are still several matters pending in the Bankruptcy Court, including the resolution of disputed unsecured and administrative claims and certain preference actions and other litigation where we are seeking to recover monies. Approximately 182,736 shares of the common stock issued pursuant to the Plan of Reorganization has been reserved for distribution to creditors pending resolution of certain disputed claims. If those claims are ultimately allowed in whole or in part by

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the Bankruptcy Court, the appropriate amount of stock will be distributed to those claimants; if the claims are disallowed, the stock will be distributed to other creditors of the same class, pro rata. To the extent that certain administrative and collateralized claims are allowed by the Bankruptcy Court, those claims will be paid in cash. If and to the extent those claims are allowed as pre-petition unsecured claims, then those creditors will receive stock, which has been reserved as described above. In addition, we are the plaintiffs in a number of preference actions, where we are seeking to recover monies from creditors. We do not believe that any of these remaining bankruptcy proceedings, individually or in the aggregate, will have a material effect on us.

Business Strategy

     At present, we operate as a vertically integrated manufacturer of flat-rolled steel products. This mode of operation entails high levels of fixed costs. Consequently, in poor market situations, where operating levels must be reduced to match declining demand, unit costs rise and erode profit margins. In addition, our current operations require substantial ongoing capital investment. Our two blast furnaces, which we use to melt raw materials into molten iron, and our four coke batteries, which produce coke required to fuel the ironmaking process, require significant capital expenditures to maintain operations. For example, one of our blast furnaces is expected to require a $140 million rebuild within the next four years and three of our coke batteries (representing 37% of our current coke battery capacity) are expected to require $30 million rebuilds in the next three years.

     Our new business plan is intended to address these issues. The central theme of our business plan is the transformation of our operations from integrated steel production to one more closely resembling that of a mini-mill. Mini-mills produce steel by melting scrap in electric furnaces and typically enjoy competitive advantages such as lower capital expenditures for construction of facilities, lower raw material costs, and limited ongoing capital to sustain operations. We will seek to accomplish this transformation through the idling of the one blast furnace and the three coke batteries that would soon require substantial maintenance as described above, and through the construction of a new electric arc furnace, as described more fully below. Although the price of purchased scrap has risen dramatically over the past year, and has continued to rise in 2004, primarily due to rapid economic expansion in China, we believe the new electric arc furnace will give us a balanced steel-making operation that can react in a positive way to raw material supply conditions.

     In June 2003, WPSC entered into an agreement for the supply of equipment and services with Junction Industries, Inc., pursuant to which Junction Industries has agreed to sell to WPSC, equipment and services to design, engineer, procure, fabricate, and assist WPSC in the installation, commissioning, start-up and testing of one 250 ton (tap weight) electric arc furnace, one Consteel scrap conveyor system, ladle metallurgy furnace, baghouse and certain other associated equipment for incorporation into the electric arc furnace melt shop to be constructed by WPSC at WPSC’s Steubenville South plant in Mingo Junction, Ohio. In consideration for providing such equipment and services to WPSC, WPSC has agreed to pay Junction Industries approximately $35.2 million. The agreement contemplates a sixteen-month construction and commissioning schedule for the facility. The total projected cost of the electric arc furnace is approximately $114.9 million, of which approximately $88.0 million was estimated for completion of the project as of December 31, 2003.

     The electric arc furnace process utilizes both recycled scrap and scrap substitutes to produce liquid steel with both electrical energy and oxygen injection. The electric arc furnace process to be utilized also presents the ability to use liquid iron as a metallic input, which can be produced using our remaining blast furnace. The process includes a reliable scrap preheating system to reduce electric power requirements. These advantages significantly increase the capacity of the furnace versus traditional electric furnaces. We also believe that this process is the most environmentally friendly process of all the electric arc furnace technologies currently available.

     The introduction of the electric arc furnace should allow us to close one of our two blast furnaces and eliminate approximately 37% of our current coke battery capacity, which are our most capital-intensive facilities. However, any shortages in raw materials in the steel industry at the time may impact those decisions. In addition, the electric arc furnace’s use of scrap metal rather than coke and iron ore is expected to produce a cost structure which will more closely track market conditions, because there tends to be a direct correlation between the cost of scrap to be used in our steel making operations and the market price of hot-rolled steel products. As the price of our steel products rise and fall with the market, the price of scrap will be expected to rise and fall, which should help protect product margins, particularly in poor steel market conditions. Our geographic location with respect to scrap generators and

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rail and water transportation systems, together with the fact that the United States is currently a net exporter of scrap, supports our belief that our scrap purchases will not disrupt scrap market prices, or historical relationships between scrap prices and steel product prices.

     Our new business plan also calls for a number of small capital projects over the next three years intended to upgrade our rolling and finishing facilities. New automatic roll changers are expected to be installed on the finishing mills at our Steubenville complex hot strip mill to reduce costs and provide additional capacity to take advantage of toll processing opportunities for hot-roll products. At our Allenport, Pennsylvania cold mill, we plan to upgrade our temper mill to improve the surface quality and shape of our cold strip products. We also plan to install a final inspection line at our Allenport facility. All of these improvements are geared toward capturing incremental value-added critical surface and shape product sales.

     Construction and installation of the new electric arc furnace is projected to be completed in November 2004 and we believe that the electric arc furnace will reach planned capacity approximately six months later.

     As of December 31, 2003, the projected cost of the electric arc furnace and the other restructuring capital projects provided for in our new business plan for 2004 and beyond is approximately $110.9 million. It is anticipated these amounts will be expended over a period of three years as set forth in the table below:

     In addition, a major rebuild of the No. 8 Coke Battery will be required with construction expected to occur in 2006. This rebuild is currently expected to require a capital investment of approximately $75 million. The spending for this investment will occur over the 3 year period of 2005 through 2007. Following completion of this rebuild, it is anticipated that the coke battery will have a service life of 12-15 years.

     These capital expenditures are expected to be financed with operating cash flows and borrowings under our new term loan facility and revolving credit facility, which we entered into pursuant to our plan of reorganization. The electric arc furnace project is fully funded through a restricted cash account set up pursuant to our POR.

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Products and Product Mix

     The table below reflects the historical product mix of our shipments, expressed as a percentage of tons shipped.

     Products produced by us are described below. These products are sold directly to third party customers and to Wheeling-Nisshin and OCC pursuant to long-term supply agreements.

     Hot-Rolled Products. Hot-rolled coils represent the least processed of our finished goods. Approximately 70.4% of our production of hot-rolled coils during the year ended December 31, 2003 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.

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

     Tin Mill Products. Tin mill products consist of blackplate and tinplate. Blackplate is a cold-rolled substrate (uncoated), the thickness of which is less than .0142 inches, and is utilized extensively in the manufacture of pails and shelving and sold to OCC for the manufacture of tinplate products. Tinplate is produced by the electro-deposition of tin to a blackplate substrate and is utilized principally in the manufacture of food, beverage, general line and aerosol containers. While the majority of our sales of these products are concentrated in container markets, we also market products for automotive applications, such as oil filters and gaskets. We produce all of our tin-coated products through OCC. OCC’s tin coating mill has a nominal annual capacity of 250,000 net tons.

     Fabricated Products. Fabricated products consist of cold-rolled or coated products further processed mainly via sheeting and roll forming and are sold by the construction, agricultural and specialty products groups.

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     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 that are used as roofing and siding in the construction of barns, farm machinery enclosures, light commercial buildings and certain residential roofing applications.

     Specialty Products. Specialty products consist of coil and galvanized sheet steel supporting the culvert and heating, ventilation and air conditioning markets. The specialty products are produced by WCC, Wheeling-Nisshin, Feralloy-Wheeling Specialty Processing Co. (of which we own a 49% equity interest, which has been pledged to secure certain of our debt obligations) and by contract service providers.

     Revenues from external customers by product line for each of the three fiscal years ended December 31, 2003, were as follows:

* Includes conversion, semi-finished and resale products.

Wheeling-Nisshin

     WPSC owns a 35.7% equity interest in Wheeling-Nisshin, which is a joint venture between Nisshin Steel Co., Ltd. and WPSC. Wheeling-Nisshin owns a state-of-the-art processing facility located in Follansbee, West Virginia which has capacity to produce over 700,000 annual tons of coated steel and offers some of the lightest-gauge galvanized steel products manufactured in the United States for construction, heating, ventilation and air-conditioning and after-market automotive applications. Wheeling-Nisshin products are marketed through trading companies, and its net sales are not consolidated into our net sales.

     WPSC is a party to a supply agreement with Wheeling-Nisshin that expires in 2013. Pursuant to that agreement, WPSC 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 at negotiated prices based on prevailing actual market rates. Shipments of steel by WPSC to Wheeling-Nisshin were approximately 439,931 tons, or 19.8% of our total tons shipped during the year ended December 31, 2003, approximately 445,000 tons, or 20.1% of our total tons shipped during the year ended December 31, 2002, and approximately 412,023 tons, or 20.3% of our total tons shipped during the year ended December 31, 2001. We derived approximately 16.3% of our net sales from sales of steel to Wheeling-Nisshin in 2003.

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     A shareholders agreement among WPSC, Nisshin Steel Co., Ltd. and Wheeling-Nisshin contains provisions that may directly or indirectly restrict the transfer of the shares of Wheeling-Nisshin owned by WPSC, including the following:

	•		WPSC may not sell its Wheeling-Nisshin shares at any time that it is in breach of the shareholders agreement or any other agreement with Wheeling-Nisshin, including the supply agreement.
	•		If WPSC seeks to sell some or all of its Wheeling-Nisshin shares, it must first offer to sell, transfer or assign the offered shares to the other Wheeling-Nisshin shareholder.

     In addition, WPSC has pledged its shares in Wheeling-Nisshin to the lenders under our new term loan facility and revolving credit facility, to the holders of our new Series A Notes and Series B Notes and in connection with its ore sales agreement with Itabira Rio Doce Company, Ltd., in each case, to secure our obligations thereunder.

Ohio Coatings Company

     WPSC owns a 50% voting interest and an approximate 44% equity interest in OCC, which is a joint venture among WPSC, Dong Yang Tinplate America Corp., a leading South Korea-based tin plate producer and Nippon Steel Trading America, Inc., formerly known as Nittetsu Shoji America, a U.S.-based tinplate importer. Dong Yang Tinplate America also holds a 50% voting interest and an approximate 44% equity interest in OCC. Additionally, Nippon Steel Trading America holds non-voting preferred stock in OCC, which represents an approximate 11% equity interest in OCC and is subject to repurchase by 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. We produce all of our tin coated products through OCC.

     Pursuant to a raw material supply agreement between WPSC and OCC, WPSC 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 at negotiated prices based on prevailing actual market rates. We derived approximately 11.2% of our net sales from sales of steel to OCC in 2003. Prior to July 17, 2003, WPSC was the exclusive distributor for all of OCC’s products and Nippon Steel Trading America marketed approximately 70% of OCC’s products as a distributor for WPSC. However, in connection with OCC’s refinancing described below, which closed April 18, 2003, OCC’s distribution arrangements with WPSC and Nippon Steel Trading America have been modified such that, effective as of July 17, 2003, Nippon Steel Trading America became the exclusive distributor for approximately 70% of OCC’s tin mill products and WPSC remained the exclusive distributor for the remaining 30% of OCC’s tin mill products. For the years ended December 31, 2003, 2002 and 2001, OCC had an operating income of $8.7 million, $6.6 million and $3.8 million, respectively.

     A shareholders’ agreement among WPSC, Dong Yang Tinplate America, Nippon Steel Trading America and OCC contains certain provisions that may directly or indirectly restrict WPSC’s ability to transfer its shares of OCC, including the following:

	•		Any pledge, transfer or other distribution of shares of OCC must be previously approved by shareholders holding at least 66 2/3% of the voting power of the common shares of OCC.
	•		For 45 days after a shareholder receives notice from the other party that a change of control of the other party has occurred, the party receiving notice has the option to purchase all of the shares owned by the other party at a price equal to $10,000 per share plus interest or fair market value, whichever is higher. For purposes of the shareholders’ agreement, “change of control” means, the transfer to persons (other than a holding company) of a majority of a party’s capital stock, or any transfer of substantially all of a party’s assets.

     WPSC has pledged its shares in OCC to the lenders under our new term loan facility and revolving credit facility, and to the holders of our new Series A Notes and Series B Notes and in connection with its ore sales agreement with Itabira Rio Doce Company, Ltd., in each case, to secure our obligations thereunder.

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     In April 2003 OCC refinanced its credit facility and entered into a new credit agreement with Bank of America, N.A., providing for a revolving line of credit for loans and letters of credit in an amount of up to $18 million and a term loan in the aggregate principal amount of $4.3 million. As a condition to the refinancing, Bank of America required, among other things, that:

	•		OCC’s distribution arrangements with WPSC and Nippon Steel Trading America be modified;
	•		WPC enter into a subordination agreement, acknowledging that the accounts payable owed by OCC to WPC be subordinate to any indebtedness owed by OCC to Bank of America under OCC’s new credit agreement; and
	•		WPSC enter into a no-offset agreement, agreeing that it will not offset against accounts payable to OCC any indebtedness owing by OCC to WPSC and further agreeing that Bank of America can seek payment directly from WPSC for indebtedness owed by WPSC to OCC.

Customers

     We market an extensive mix of products to a wide range of manufacturers, converters and processors. Our 10 largest customers (including Wheeling-Nisshin and OCC) accounted for approximately 42.5% of our net sales during the year ended December 31, 2003, 50.4% of our net sales during the year ended December 31, 2002, and 43.9% of our net sales during the year ended December 31, 2001. Wheeling-Nisshin accounted for approximately 16.3% of our net sales during the year ended December 31, 2003, 15.6% of our net sales during the year ended December 31, 2002, and 14.6% of our net sales during the year ended December 31, 2001. OCC accounted for approximately 11.2% of our net sales in 2003, and 10.6% of our net sales during the year ended December 31, 2002. Geographically, the majority of our customers are located within a 350-mile radius of the Ohio Valley. However, we have taken advantage of our 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. Our overall participation in the construction and the converters/processors markets substantially exceeds the industry average and our reliance on automotive shipments, as a percentage of total shipments, is substantially less than the industry average.

The table set forth below reflects the percentage of total net tons shipped to our major market segments:

     Set forth below is a description of our major customer categories:

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     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 internal 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. Shipments to the converters/processors market are principally shipments of cold-rolled products to Wheeling-Nisshin, which uses cold-rolled coils as a substrate to manufacture a variety of coated products, including hot-dipped galvanized and aluminized coils for the automotive, appliance and construction markets. The converters/processors industry also represents a major outlet for our 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. We service the non-residential and agricultural building and highway industries, principally through shipments of hot-dipped galvanized and painted cold-rolled products. We have been able to market our products into broad geographical areas due to our 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 our OCC joint venture, we phased out our existing tin mill production facilities. WPSC and Nippon Steel Trading America distribute tin products produced by OCC.

     Automotive. Unlike many of our competitors, we are not heavily dependent on shipments to the automotive industry. However, we have been suppliers of tin mill products for automotive applications, such as oil filters and gaskets.

     Appliances. The shipments to the appliance market are concentrated in hot-dipped galvanized and hot-rolled coils. These products are furnished directly to appliance manufacturers as well as to blanking, drawing and stamping companies that supply original equipment manufacturers. We have concentrated on niche product applications primarily used in washer/dryer, refrigerator/freezer and range appliances.

Sales and Marketing

     Our sales and marketing functions are located in our Wheeling, West Virginia, headquarters. Sales are handled by customer service employees and sales personnel. We advertise and promote our products and services principally at industry conventions and trade shows where we distribute brochures promoting all of our product lines.

     Our customer service personnel respond to price quotation requests and accept incoming orders from, and provide order status and shipping information to, our customers. Our sales force contacts existing and potential customers directly to promote our products and also collects field intelligence for the marketing group. Our marketing department analyzes the needs of our current customers and our product mix and identifies market opportunities. The marketing department also determines pricing, product mix, lead times, and freight equalization, performs order entry, and responds to requests for data from various trade organizations and governmental agencies.

     Our sales force separates into two distinct sales groups consisting of our steel division and WCC, our corrugating division. Steel division products include, in ascending value order, hot-rolled, cold-rolled, galvanized steel products and tin mill products. Generally, there are improved margins within each category because selling prices increase and cost absorption is enhanced as steel is processed from hot-rolled to cold-rolled to galvanized. WCC is divided

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into three unique product groups, including construction products, agricultural products and specialty products. WCC’s product groups are generally higher value added than those of our steel division.

     Our commercial sales and marketing strategy has the following three main aspects:

	•		Optimize the Sale of Down-Stream Value-Added Products. Our strategy is to continue to move our product mix away from the commodity markets and hot-rolled products and toward higher value-added products with a higher engineering content and products that go to final customers. We intend to increase our market penetration of cold-rolled products and reduce our reliance on hot-rolled products through capital expenditures and changes in operating practices at our Allenport and Yorkville cold finishing mills. Expanding WPSC’s role by providing Class I cold-rolled products as well as “single billing” that includes various outside services, increases product offerings to existing and potential customers. These initiatives attract the desirable OEM marketplace and reduce reliance on service centers.
	•		Reduce Reliance on the Spot Market. While product mix is a key profit factor, so too is customer mix. We believe that contract business (in excess of three months) offers insulation from the volatility of the spot market. However, contract type business also could limit upside potential in a tight market situation. A reasonable balance offers relatively predictable volumes, and an opportunity to enhance product mix as well as to enjoy spot opportunities. Our steel division has targeted sales to end use customers at 50%, as opposed to current sales of approximately 29%, because end users typically fall into the contract business category. Generally, end users are more concerned with reliability, quality and consistency than are service centers and converters and processors. Our steel side commercial strategy is to enhance profitability through an ever-improving product mix and to target customers that purchase our products over prolonged periods of time and value consistency of supply.
	•		Promote Services as a Means to Differentiate From Other Producers. We believe that our company is a more attractive alternative than the larger steel producers. Serving customers of smaller volume is an important part of our culture. These customers are typically more loyal and less price sensitive than larger customers. There is a high degree of customer involvement at the most senior levels of our company’s management. This access improves dialogue on market conditions, quality and any other issues deemed important by our company’s customers. Planned information technology development within our company may enhance customer satisfaction and streamline customer service through improved delivery performance and reduction of invoicing errors and entry delays. These enhancements to our order entry, scheduling and invoicing systems are expected to cost approximately $1.6 million and be in place during the first quarter of 2005. Advanced information technology may enhance our marketplace image and functionality. Additional data analysis is expected to be added in the future for customer access and use, including order tracking and pricing inquiries. These service initiatives are a key factor in differentiating our company from other steel mills.

Manufacturing Process

     In our primary steel-making process, iron ore pellets, coke, limestone and other raw materials are consumed in the blast furnace to produce hot metal. Hot metal is further converted into liquid steel through our basic oxygen furnace process where impurities are removed, recycled scrap is added and metallurgical properties for end use are determined on a batch-by-batch (heat) basis. Our basic oxygen furnace has two vessels, each with a steel-making capacity of 285 tons per heat. From the basic oxygen furnace, the heats of steel are sent to the ladle metallurgy facility, where the temperature and chemistry of the steel are adjusted to precise tolerances. Liquid steel from the ladle metallurgy facility then is formed into slabs through the process of continuous casting. After continuous casting, slabs are reheated, reduced and finished by extensive rolling, shaping, tempering and, in certain cases, by the application of coatings at our downstream operations. Finished products are normally shipped to customers in the form of coils or fabricated products. We have linked our steel-making and rolling equipment with a computer based manufacturing control system to coordinate production tracking and status of customer orders.

     Under our current business plan, we intend to transform our manufacturing operations with the construction of a new continuous electric arc furnace. Utilizing both electric energy and oxygen injection, the electric arc furnace

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process melts recycled scrap and scrap substitutes, rather than iron ore and coke, to produce liquid steel. In addition, the electric arc furnace process to be utilized has the opportunity to use liquid iron as a metallic input, which can be produced using our blast furnace. The continuous process also includes a reliable scrap preheating system to reduce electric power requirements. The introduction of the electric arc furnace should allow us to maximize cash flow by utilizing the lowest cost competing raw materials.

Raw Materials

     We have a long-term contract to purchase our iron ore requirements through 2009. The iron ore price is based upon prevailing world market prices less 3%. We generally consume approximately 3 million gross tons of iron ore pellets in our blast furnaces annually. We also obtain iron ore from spot and medium-term purchase agreements at prevailing world market prices.

     We have a long-term supply agreement with a third party to provide us with a substantial portion of our metallurgical coal requirements at market prices which have remained relatively stable in recent years. Our coking operations require a substantial amount of metallurgical coal.

     We currently produce approximately 90% to 95% of our coke requirements and burn the resultant by-product coke oven gas in downstream operations instead of natural gas. In 2003, we consumed approximately 1.4 million tons of coking coal in the production of blast furnace coke. We sell our excess coke oven by-products to third party trade customers.

     Beginning in 2003 and continuing into 2004, coal, coke and scrap prices increased dramatically for purchases in the spot market. We are passing these costs through to the customer when possible.

     Our 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 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. However, the rapid economic expansion in China in 2003, among other factors, has affected the supply of steel in the United States and allowed price increases to offset higher raw material costs. Certain of our raw material supply contracts provide for price adjustments in the event of increased commodity or energy prices. Natural gas prices have been volatile in the past, having increased 48% in 2000 and 24% in 2001 before declining 25% in 2002. Natural gas prices increased 62% in 2003 and remain higher than historical levels due to an unusually long and cold winter in 2003 followed by military action in Iraq and the increased use of natural gas by electric utilities. Limestone, oxygen and electricity prices have remained relatively stable in recent years.

     We are presently dependent on external steel scrap for approximately 14.7% of our steel melt. The introduction of our new electric arc furnace will increase our dependence on external scrap. Since there tends to be a direct correlation between the cost of scrap and the market price of hot-rolled steel products over time, the price of scrap has generally risen and fallen as the price of our steel products has risen and fallen with the market. In the current market, rapid increases in scrap costs across the steel industry have led to surcharges to recover historic price relationships. Our geographic location with respect to scrap generators and rail and water transportation systems, together with the fact that the United States is currently a net exporter of scrap, supports our belief that scrap will be available to us and that our scrap purchases will not disrupt market prices, or historical relationships between scrap prices and steel product sales. Also, the new electric arc furnace will be able to accept liquid iron as a metallic input, which is expected to provide the Company the flexibility to manage the cost of the metallic inputs of scrap versus iron ore.

Backlog

     Our backlog was 482,514 net tons at December 31, 2003, compared to 312,177 net tons at December 31, 2002. Most orders related to the backlog at December 31, 2003 are expected to be shipped during the first quarter of 2004, subject to delays at the customers’ request. The order backlog represents orders received but not yet completed or

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shipped. In times of strong demand, a higher order backlog may allow us to increase production runs, thereby enhancing production efficiencies.

Energy Requirements

     Many of our major facilities that use natural gas are equipped to use alternative fuels. During 2003, coal constituted approximately 71% of our total energy consumption, natural gas 24% and electricity 5%. In recent months, natural gas prices have fluctuated significantly. We continually monitor our operations regarding potential equipment conversion and fuel substitution to reduce energy costs.

Employment

     At December 31, 2003, we had 3,137 employees of whom 2,478 were represented by USWA, 76 were represented by other unions, 533 were salaried employees and the remaining 50 were non-union operating employees. We have not experienced any work stoppages since 1997. On August 12, 1997, WPSC and USWA entered into a labor agreement, which was restated and modified on October 1, 2001 and further modified on January 15, 2002 and again on the effective date of our plan of reorganization pursuant to a new labor agreement between WPC, WPSC and USWA, which expires (if not previously terminated) on September 1, 2008. The labor agreement includes, among other things, a retirement incentive program for up to 650 employees, provisions regarding wages, health care and pension benefits, profit sharing and employee security.

Competition

     The steel industry is cyclical in nature and has been marked historically by overcapacity, resulting in intense competition. We face increasing competitive pressures from several types of companies, including:

	•		mini-mills, such as Nucor Corporation and Gallatin Steel Company;
	•		processors, such as GalvTech LP and Winner Steel, Inc.;
	•		domestic integrated steel producers, such as Rouge Steel Company, United States Steel Corporation, Weirton Steel Corporation (which recently announced an agreement to be acquired by International Steel Group, Inc.), International Steel Group Inc. (formerly LTV Steel Company, Inc.), AK Steel Corporation and WCI Steel, Inc.; and
	•		steel producers from Europe, Asia and other regions.

     We believe that the main competitive factors in our market are:

	•		quality;
	•		reliability;
	•		product market price;
	•		product offerings;
	•		location and shipping costs; and
	•		raw material and operating costs.

     Domestic integrated steel producers like us have lost market share in recent years to domestic mini-mill producers. Mini-mills are generally smaller-volume steel producers that melt ferrous scrap metals, their basic raw material, in electric furnaces. Although mini-mills generally produce a narrower range of steel products than integrated producers, mini-mills, which rely on less capital-intensive steel production methods, typically have

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certain advantages over integrated producers, such as lower capital expenditures for construction of facilities, lower raw material costs and limited ongoing capital needs to sustain operations. Additionally, since mini-mills typically are not unionized, they have more flexible work rules that have resulted in lower employment costs per net ton shipped. Since 1989, significant flat-rolled mini-mill capacity has been constructed and these mini-mills now compete with integrated producers in product areas that traditionally have not faced significant competition from mini-mills. These mini-mills compete with us primarily in the commodity flat-rolled steel market. In the long term, such mini-mills may also compete with us in producing value-added products. Mini-mills produced approximately 50.4% of domestic raw steel production in 2002 and 48.9 % in 2003.

     We compete with processors primarily in the commodity flat-rolled steel market and in the areas of slitting, cold-rolling and coating. In the long term, processors may also compete with us in producing value-added products.

     We also face competition from domestic and foreign integrated producers. The increased competition in commodity product markets influence integrated producers to increase product offerings to compete with our custom products. Additionally, 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. Steel producers from Korea, Taiwan, 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 2001, 21% in 2002 and 16% in 2003. Imports surged in 1998 due to severe economic conditions in Southeast Asia, Latin America, Japan and Russia, among others. Average import customs values in December 2002 continued to be depressed with the average import value of some key finished steel products below values reported in the depths of the 1998 crisis. World steel demand, world export prices, U.S. dollar exchange rates and the international competitiveness of the domestic steel industry have all been factors in these import levels.

     We also compete, in a sense, with producers of other materials that can be used in place of steel. Total annual steel consumption in the United States has fluctuated between 88 million and 131 million tons since 1991, declining from approximately 131 million tons in 2000 to approximately 123 million tons in 2001, 126 million in 2002 and 120 million tons in 2003. Imports of finished steel totaled approximately 28 million tons in 2000 and declined to approximately 24 million tons in 2001 and 2002 and 18 million tons in 2003. A number of steel substitutes, including plastics, aluminum, composites and glass, have reduced the growth of domestic steel consumption.

     The combination of increased domestic mini-mill capability, high U.S. dollar exchange rates, high import levels over several years and reduced domestic economic activity in recent years resulted in dramatically reduced domestic prices for most products and extreme financial distress in the domestic steel industry. Since January 1998, over 30 steel companies, including our company, have filed for protection under Chapter 11 of the Bankruptcy Code.

     On December 4, 2003, President Bush announced the rescission of trade remedies previously announced in March 2002, which were intended to provide protection against imports from certain countries. The elimination of the protections offered by these trade remedies may lead to increased competition from foreign importers and could have an adverse effect on our business, financial condition or results of operations. In the near term this factor has been offset by a high level of steel imports into China, which has been experiencing rapid growth, by a lower U.S. dollar exchange rate, and higher ocean shipping costs.

Certain Effects of Compliance with Environmental Regulations

     See Item 3 - Legal Proceedings under the heading “Environmental Matters” for a discussion of certain effects with regard to our compliance with environmental regulations.

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Business Risk Factors

     Our business, results of operations and financial condition may be materially and adversely affected due to any of the following risks.

We may not be able to generate sufficient operating cash flow to service or refinance our indebtedness.

     We are highly leveraged. As of December 31, 2003, our current assets total $267.3 million, including $146.9 million of inventory, and our current liabilities total $259.5 million. As of December 31, 2003, our total secured indebtedness was approximately $340.7 million and total shareholders’ equity was approximately $104.6 million. We expect that our total debt service obligations will equal approximately $29.3 million in 2004 (assuming an average blended interest rate of 4.7% per annum) and $45.6 million in 2005 (assuming an average blended interest rate of 5.0% per annum) and that our debt service obligations will increase approximately $2.5 million for each 1.0% increase in interest rates. Although we believe that we will be able to generate sufficient operating cash flow to pay interest on all of our outstanding debt as those payments become due, there can be no assurance we will be able to do so. Our ability to meet our ongoing debt service obligations will depend on our ability to implement our business plan and a number of other factors, including factors beyond our control. There can be no assurance that we will generate sufficient operating cash flow to repay, when due, the principal amounts outstanding under our credit agreements at final maturity (which is expected to be in 2008 in the case of the term loan agreement and 2006 in the case of the revolving loan agreement) or the other indebtedness described herein. We expect that we will be required to refinance such amounts as they become due and payable; however, there can be no assurance that any such refinancing will be consummated or, if consummated, will be in an amount sufficient to repay our obligations or will be on terms satisfactory to us. If we are unable to refinance all or any significant portion of our indebtedness, we may be required to sell assets or equity interests in our company, and there can be no assurance that such sales will be consummated or, if consummated, will be in an amount sufficient to repay our obligations in full or will be on terms satisfactory to us.

We may not be able to comply with our financial covenants.

     We are subject to certain financial covenants contained in the credit agreements, including without limitation, a covenant under our revolving credit facility that we will maintain net borrowing availability of at least $50 million through at least March 31, 2005. As of December 31, 2003, our net excess availability over the required minimum $50 million net borrowing availability was $6.7 million. Our ability to comply with these financial covenants will depend on our future performance, which may, in turn, be subject to prevailing economic conditions and other factors beyond our control. Our failure to comply with these covenants could result in a default or an event of default, permitting the lenders to accelerate the maturity of our indebtedness under the credit agreements and to foreclose upon any collateral securing our indebtedness. Any default, event of default or acceleration could also result in the acceleration of our other indebtedness to the extent the documents governing our other indebtedness contain cross-default or cross-acceleration provisions.

Restrictive covenants in our debt instruments may limit our flexibility.

     Our credit agreements contain restrictive financial and operating covenants, including provisions that limit our ability to make capital expenditures. Although we believe that we will have sufficient resources and flexibility under the credit agreements to make the capital expenditures necessary to maintain our competitive position, there can be no assurance that we will be able to make all necessary capital expenditures. If we are unable to make necessary capital expenditures as a result of these covenants, our competitive position could be adversely affected. Our high leverage, together with restrictions that have been placed on us under the credit agreements may limit our ability to obtain additional financing and to take advantage of significant business opportunities that may arise. In addition, such leverage will increase our vulnerability to adverse general economic and steel industry conditions.

Our business is subject to intense competition.

     We believe we are the sixth largest integrated steel producer in the United States. We compete with domestic steel producers, steel processors, mini-mills and foreign importers. Many of our large competitors have superior credit ratings and, because of these competitors’ larger size and superior credit ratings, we may be at a disadvantage in competing with them. In addition, our volume and selling prices are dependent on the behavior of our

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competitors, some of which already enjoy better cost structures than we do. Some of our competitors are in bankruptcy and may emerge from bankruptcy with more favorable cost structures than ours. There can be no assurance that our competitors will not be successful in capturing our market share or that we will not be required to reduce selling prices in order to compete with them.

     Domestic integrated steel producers like us have lost market share in recent years to domestic mini-mill producers. Mini-mills produce steel by melting scrap in electric furnaces. Although mini-mills generally produce a narrower range of steel products than integrated producers, they typically enjoy competitive advantages over integrated steel producers such as lower capital expenditures for construction of facilities, lower raw material costs and non-unionized work forces with lower employment costs and more flexible work rules.

     The United States is the largest steel consuming country in the western world and represents a major market for steel producers from Europe, Japan, Korea, and other foreign countries. We sell approximately 99% of our products to the domestic U.S. market. Steel imports to the United States accounted for an estimated 19% of the domestic steel market for the year 2003, 26% for the year 2002 and 24% for the year 2001. Imports of steel to the U.S. generally depress domestic price levels and have an adverse effect upon our revenue, income and cash flows.

We depend significantly on our suppliers for raw materials.

     We purchase the raw materials used to produce our products from a limited number of suppliers. We rely on our relationships with these suppliers to allow us to produce the products we sell. While we currently have favorable working relationships with our suppliers, we cannot be sure that these relationships will continue in the future. Additionally, we cannot guarantee the availability or pricing of raw materials. If any of our suppliers were to experience price increases or disruptions to their business, such as labor disputes, supply shortages or distribution problems, we might not be able to satisfactorily fulfill our customers’ orders and our business, financial condition and results of operations could be materially and adversely affected.

We may be unsuccessful in constructing and operating our electric arc furnace.

     Our business plan depends, in part, upon the successful construction and operation of a new electric arc furnace in order to increase productivity and profitability. We have not previously constructed an electric arc furnace. In addition, our new electric arc furnace will be the world’s largest operation of its kind. This process of constructing a new facility (especially at a scale larger than any currently in use) is a considerable undertaking, requiring substantial expense and time, as well as the coordination of numerous contractors and other third parties. Many factors beyond our control, such as compliance with environmental regulations, technical or mechanical problems, lack of availability of capital and other factors, may prevent or hinder our completing this project or completing it within our projected budget and time schedule. Failure to successfully manage the construction of the facility, to successfully meet timing and cost projections, or to successfully begin operation of the electric arc furnace may adversely affect our business prospects and competitive position in the industry.

     In addition, electric arc furnaces occasionally experience quality control issues due to the large percentage of scrap used. If we experience significant quality control problems, our competitive position in the industry may be adversely affected.

Our industry’s excess production capacity may negatively affect our cash flow and results of operations.

     In recent years, global steel production capacity has exceeded global demand for steel products. This has caused shipment and production levels in the industry, including for our operations, to vary from year to year and from quarter to quarter, affecting our cash flows and results of operations. Over the past five years, our steel shipments have varied from a high of 2.4 million net tons in 1999 to a low of 2.0 million net tons in 2001 and production levels as a percentage of capacity have ranged from a high of 101.9% in 1998 to a low of 81.0% in 2001. Many factors influence these results, including demand in the domestic market, international currency conversion rates and domestic and international government actions and economic conditions. Excess production capacity, as well as other factors, can result in lower market prices for our products. Our success is largely dependent on prices for our

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products and any substantial or extended decline in the price of our products below current levels will have a material adverse effect on our business operations and future revenues.

Demand for our products is cyclical.

     Demand for most of our products is cyclical in nature and sensitive to general economic conditions. Our business supports cyclical industries such as the appliance and construction industries. As a result, downturns in the U.S. economy or in any of the industries we support could adversely affect our results of operations and cash flows. We cannot be sure that we will be able to sustain our level of total revenue or rate of revenue growth, if any, on a quarterly or annual basis. It is likely that, in some future quarters, our operating results may fall below our targets and the expectations of stock market analysts and investors. In such event, the price of our common stock could decline significantly.

We may have additional capital needs for which our internally generated cash flow and borrowing may not be adequate.

     Our operations are capital intensive. Our projections as of December 31, 2003, forecast that capital expenditures for the four-year period ending December 31, 2007 will aggregate approximately $302.2 million, which includes $88.0 million for the electric arc furnace that is provided from a restricted cash account. There can be no assurance that we will be able to fund these requirements from operating cash flow and out of the proceeds of borrowings under the credit agreements, although our projections assume we will. If we are unable to fund our capital requirements, we may be unable to execute our business plan.

A significant interruption or casualty loss at any of our facilities could reduce our production.

     Our steel-making facilities may experience a major accident and may be subject to unplanned events such as explosions, fires, inclement weather, acts of God, terrorism, accidents and transportation interruptions. Any shutdown or interruption of a facility would reduce the production from that facility and we would be unable to conduct our business for an indefinite period of time at that facility, which would substantially impair our business. To the extent these events are not covered by insurance, our cash flows may be adversely impacted by events of this type.

A substantial portion of our workforce is unionized, which could affect our business.

     The majority of our hourly employees are covered by a collective bargaining agreement with the USWA that expires on September 1, 2008. Other hourly employees either are represented by other unions or are non-union operating employees. Although we believe that we have favorable relationships with our union employees, we have experienced work stoppages in the past. Any potential strikes or work stoppages in the future, and the resulting adverse impact on our relationships with our customers, could have a material adverse effect on our business, financial condition or results of operations. Additionally, other steel producers may have or may be able to negotiate labor agreements that provide them with a competitive advantage. In addition, many mini-mill producers and certain foreign competitors and producers of comparable products do not have unionized work forces. This may place us at a competitive disadvantage.

Environmental compliance and remediation could decrease our net cash flow, reduce our results of operations and impair our financial condition.

     Our business is subject to numerous federal, state and local laws and regulations relating to the protection of the environment. These laws are constantly evolving and have become increasingly stringent. The ultimate impact of complying with existing laws and regulations is not always clearly known or determinable because regulations under some of these laws have not yet been promulgated or are undergoing revision. These environmental laws and regulations, particularly the Clean Air Act, could result in substantially increased capital, operating and compliance costs. We also are involved in a number of environmental remediation projects at operating locations and are involved in a number of other remedial actions under federal and state law. Environmental expenditures were $1.0 million in 2003, $1.7 million in 2002 and $0.8 million in 2001. Accrued environmental liabilities total $14.7 million as of December 31, 2003.

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     If we are unable to comply with environmental regulations, we may be unable to maintain our operations, and if the costs of compliance exceed our projections, our business, financial condition and results of operations could suffer materially.

Our healthcare costs for active employees and future retirees may exceed our projections and may negatively affect our competitive position.

     We maintain defined benefit retiree healthcare plans covering all union represented employees upon their retirement. We also provide medical benefits for retired salaried employees until they reach the age of 65. Healthcare benefits for active employees and future retirees are provided through comprehensive hospital, surgical and major medical benefit provisions or through health maintenance organizations, both the subject of various cost-sharing features. These benefits are provided for the most part based on fixed amounts negotiated in labor contracts with the appropriate unions. If our costs under our benefit programs for active employees and future retirees exceed our projections, our business, financial condition and results of operations could be materially adversely affected. Additionally, mini-mills, foreign competitors and many producers of products that compete with steel typically provide lesser benefits to their employees and retirees, and this difference in cost could adversely impact our competitive position.

     Our collective bargaining agreement entered into pursuant to our plan of reorganization provides for fixed contributions and profit-sharing commitments to a VEBA trust. The VEBA trust was established to provide health care and death benefits to certain current retirees and their dependants. See Item 7 — Management's Discussion and Analysis of Financial Condition and Results of Operations under the caption of “VEBA Trust” for further information about the VEBA trust.

Certain U.S. federal income tax considerations may increase the amount of taxes we pay and could affect our ability to implement our business plan.

     Certain U.S. federal income tax implications of our bankruptcy and reorganization may increase our U.S. federal income tax liability. The U.S. federal income tax consequences of the implementation of our plan of reorganization to holders of claims in our Chapter 11 proceedings are complex and subject to uncertainty. Certain U.S. tax attributes of our company, including net operating loss carryovers, may be reduced or eliminated as a consequence of our plan of reorganization. Our estimated net operating loss carryovers at December 31, 2003 expire as follows: $137.5 million in 2011; $0.1 million in 2019; $44.8 million in 2020; $34.8 million in 2021; $0.2 million in 2022; and $116.1 million in 2023. The elimination or reduction of net operating loss carryovers and other tax attributes may increase the amount of tax payable by our company following the implementation of our plan of reorganization as compared with the amount of tax payable had no such elimination or reduction been required. We do not believe it likely that a material portion of our net operating loss carryovers or other tax attributes will be reduced or eliminated. However, because we depend significantly on our ability to use these tax attributes, we might be unable to implement our business plan if our ability to use these tax attributes were to be materially reduced or eliminated, either in connection with our plan of reorganization or for some other reason (such as the occurrence of certain substantial transfers of our capital stock within a certain period of time).

Future sales by our existing stockholders could adversely affect the market price of our common stock.

     Sales of our common stock in the public market could adversely affect the market price of our common stock. Our 10,000,000 shares of common stock outstanding are freely tradable subject only to volume limitations under the Securities Act on sales by affiliates and the transfer restrictions contained in our agreement with the VEBA trust, as described below. If one or more of our stockholders sell or offer to sell a significant number of shares of common stock, the market price of our stock could decline substantially. In this regard, we note that the VEBA trust, which beneficially owns 40.0% of our outstanding common stock, is likely to wish to sell shares of common stock so that it can fulfill its purpose of paying health and welfare benefits to certain retirees and their dependents.

We do not expect to pay dividends.

     Because all cash flow will be used in the foreseeable future to make payments under our credit agreements and because applicable plan of reorganization documents may restrict or prohibit the payment of dividends, we do not

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anticipate paying any dividends on our common stock until the indebtedness outstanding under our credit agreements is repaid in full or refinanced. Certain institutional investors who are only permitted to invest in dividend-paying equity securities or operate under other restrictions prohibiting or limiting their ability to invest in securities similar to our common stock may not be able to invest in our common stock.

The largest beneficial owner of our shares, the VEBA Trust, will have the ability to exercise substantial influence over our affairs.

     Pursuant to our plan of reorganization, the largest beneficial owner of our shares, the VEBA trust, beneficially owns 4 million shares, or 40%, of our outstanding common stock. Even though it has agreed to abstain from voting 1.3 million of its shares in any election of directors, the VEBA trust, whether acting alone, or together with other holders of substantial portions of our common stock, is in a position to exercise a controlling influence over our operations and business strategy and has sufficient voting power to control the outcome of matters requiring shareholder approval. These matters may include:

•

the composition of our board of directors which has the authority to direct our business and to appoint and remove our officers;

•

approving or rejecting a merger, consolidation or other business combination;

•

raising future capital; and

•

amending our articles of association which govern the rights attached to our common stock.

     This concentration of ownership of our common stock could delay or prevent proxy contests, mergers, tender offers, open-market purchase programs or other purchases of our common stock that might otherwise give you the opportunity to realize a premium over the then-prevailing market price of our common stock.

Provisions of our governing documents and Delaware law could discourage acquisition proposals or delay a change in control.

     Our certificate of incorporation and by-laws contain anti-takeover provisions, including those listed below, that could make it more difficult for a third party to acquire control of us, even if that change in control would be beneficial to stockholders:

•

our board of directors has the authority to issue common stock and preferred stock and to determine the price, rights and preferences of any new series of preferred stock without stockholder approval;

•

our board of directors is divided into three classes, serving initial, staggered terms of one year, two years, and three years, respectively;

•

there are limitations on who can call special meetings of stockholders;

•

stockholders may not take action by written consent; and

•

provisions of Delaware law and our stock option plans may discourage, delay or prevent a change of control of WPC or unsolicited acquisition proposals

Available Information

     We maintain an Internet Website http://www.wpsc.com. We make available free of charge under the “Financial Reports” heading on our website, our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or finished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after providing such information electronically to the SEC. In

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addition, we also make available free of charge under the “Investor Relations” heading on our website, the Company’s audit committee, compensation committee, nominating/corporate governance committee, executive committee, safety committee and finance committee charters, as well as, the Company’s corporate governance guidelines, code of business conduct, whistleblower policy, and policy on trading of securities.

Item 2 - Properties

Steubenville Complex

     We have 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 generally produce 90% of coke requirements, two operating blast furnaces, two basic oxygen furnaces, a two-strand continuous slab caster with an annual slab production capacity of approximately 2.8 million tons, an 80-inch hot strip mill and pickling and coil finishing facilities. A railroad bridge owned by us connects the Ohio and West Virginia locations, which are separated by the Ohio River. A pipeline is maintained for the transfer of coke oven gas for use as fuel from the coke plant to several other portions of the Steubenville complex. The Steubenville complex primarily produces hot-rolled products, which are either sold to third parties or shipped to other of our facilities for further processing into value-added products.

     Other Plants

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

     All of the above facilities are currently owned by us and 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.

     We also own or lease fabricated products facilities at Fort Payne, Alabama; Houston, Texas; Lenexa, Kansas; Louisville, Kentucky; Minneapolis, Minnesota; Warren, Ohio; Gary, Indiana; Emporia, Virginia; Grand Junction, Colorado; Bradenton, Florida; Fallon, Nevada; and Rankin, Pennsylvania.

     We maintain regional sales offices in Chicago, Pittsburgh and our corporate headquarters in Wheeling, West Virginia.

     All of our property and equipment are subject to liens granted pursuant to our plan of reorganization, as described below in Item 7 under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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Item 3 - Legal Proceedings

     We are defendants from time to time in routine lawsuits incidental to our business. We do not believe that any proceedings, individually or in the aggregate, will have a material adverse effect on us.

Bankruptcy Proceedings

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

     As part of our Chapter 11 proceedings, we filed our original Joint Plan of Reorganization on December 20, 2002, our First Amended Joint Plan of Reorganization on January 9, 2003, our Second Amended Joint Plan of Reorganization on May 5, 2003 and our Third Amended Joint Plan of Reorganization on May 19, 2003, reflecting the final negotiations with pre-petition noteholders, pre-petition trade creditors and unionized employees. Our plan of reorganization was confirmed on June 18, 2003 and became effective on August 1, 2003.

Environmental Matters

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

     Currently, we estimate that stipulated penalties and fines for post-petition events and activities through December 31, 2003 total $1,931,500. These claims arise from instances in which we exceeded post-petition consent decree terms, including: (a) $234,500 related to a July 1991 USEPA consent decree for water discharges to the Ohio River; (b) $75,000 related to a September 20, 1999 Ohio EPA consent decree for our coke oven gas desulfurization facility; and (c) $1,622,000 related to a January 30, 1996 USEPA consent decree for our coke oven gas desulfurization facility.

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

     We are under a final administrative order issued by the USEPA in June 1998 to conduct a Resource Conservation and Recovery Act Facility Investigation to determine the nature and extent of soil and groundwater contamination at our Coke Plant in Follansbee, WV. USEPA has approved our investigation Workplan, and field activities are scheduled for 2004. Following our investigation we will perform a Corrective Measures Study to determine possible remedial measures. We expect some remediation measures will be necessary and could commence within the next three to five years. We have reserved approximately $5.2 million for such remediation measures. However, until the field investigation is completed and the EPA approves our remediation plan, the full extent and cost of remediation cannot be ascertained.

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

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     Capital expenditures for environmental projects totaled $1.7 million in 2002 and $1.0 in 2003. We estimate capital expenditures for environmental projects to be $3.6 million for 2004, $9.3 million for 2005 and $7.0 million for 2006. However, due to the possibility of unanticipated factual or regulatory developments, the amount and timing of future capital expenditures may vary substantially from such estimates.

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

Item 4 - Submissions of Matters to a Vote of Security Holders

         None

PART II

Item 5 - Market for the Registrant’s Common Equity and Related Security Holder Matters and Issuer Purchases of Equity Securities

     Wheeling-Pittsburgh Corporation common stock is listed for quotation on the Nasdaq National Market (NNM) under the symbol “WPSC.” Shares of Wheeling-Pittsburgh Corporation common stock began trading on the NNM on October 28, 2003.

     The Company issued 10,000,000 shares of Common Stock on August 1, 2003 pursuant to the plan of reorganization. The Company believes that the issuance of these shares pursuant to its plan of reorganization was exempt from registration under the Securities Act of 1933 and state securities laws pursuant to Section 1145 at the Bankruptcy Code.

     The number of shares of Common Stock issued and outstanding as of March 3, 2004 was 10,000,000. On that date, there were 2,356 holders of record of Common Stock.

     The prices set forth in the following table represent the high and low closing sales prices for the common stock as reported by NNM:

     We currently intend to retain earnings for the continued development and expansion of our business. In addition, the terms of our credit agreements and indentures impose restrictions and limitations on the payment of dividends and the making of other distributions in respect of WPC’s common stock. Pursuant to the terms of our credit agreements, so long as any loan or other amounts are owing thereunder, WPC is prohibited from directly or indirectly declaring or paying any dividend or making any other distribution on its common stock (other than dividends payable solely in its common stock). Similarly, pursuant to the terms of the indentures governing its Series A and Series B Notes, WPSC is prohibited from declaring or paying any dividend or making any other distribution on its common stock (other than dividends and distributions payable in its common stock). In the absence of such restrictions or limitations, the payment of any dividends will be at the discretion of our Board of Directors.

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ITEM 6 - SELECTED FINANCIAL DATA

Five Year Statistical (Dollars in Thousands)

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Item 7 - Management’s Discussion and Analysis of Financial Condition and Results of Operations

     Certain of the statements contained in this Annual Report on Form 10-K, including Management’s Discussion and Analysis of Financial Condition and Results of Operations, may contain projections or other forward-looking statements regarding future events or the future financial performance of the Company that involve risks and uncertainties. Readers are cautioned that these forward-looking statements are only predictions and may differ materially from actual future events or results. Because they discuss future events or conditions, forward-looking statements often include words such as “anticipate”, “believe”, “estimate”, “expect”, “intend”, “plan”, “project”, “target”, “can”, “could”, “may”, “should”, “will”, “would”, or similar expressions and the negative thereof. Readers are referred to Item 1 - Business under the heading “Risk Factors” in this Annual Report on Form 10-K, which identifies important risk factors that could cause actual results to differ from those contained in any such forward-looking statements. These risk factors include, among others, the Company’s potential inability to generate sufficient operating cash flow to service or refinance its indebtedness, concerns relating to financial covenants and other restrictions contained in its credit agreements, intense competition, dependence on suppliers of raw materials, an unscheduled outage of operating equipment, the difficulties involved in constructing an electric arc furnace, and cyclical demand for steel products. In addition, any forward-looking statements represent the Company’s views only as of the date of this filing and should not be relied upon as representing its views as of any subsequent date. While the Company may elect to update these forward-looking statements from time to time, it specifically disclaims any obligation to do so.

Critical Accounting Policies/Estimates

     The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make judgments, estimates and assumptions that affect reported amounts of assets and liabilities at the balance sheet date and the reported revenues and expenses for the period. Our judgments and estimates are based on both historical experience and our expectations for the future. As a result, actual results may differ materially from current expectations.

     We believe that the following are the more significant judgments and estimates used in the preparation of the financial statements.

Fresh Start Reporting

     In accordance with SOP 90-7, we adopted “Fresh Start Reporting’’ for our reorganized company and recorded assets and liabilities at their fair values. Equity value was determined with the assistance of independent advisors. Enterprise value was estimated using discounted cash flow methodologies and analysis of comparable steel companies.

Other Postemployment Benefits (OPEB)

     The traditional medical and life insurance benefits that were provided to past retirees were terminated effective October 1, 2003. Pursuant to the new labor agreement, which we entered into in connection with our plan of reorganization, past retirees will receive medical and life insurance benefits under a VEBA trust. Future retirees under the new labor agreement will be covered by a medical and life insurance program similar to that of active employees. Eligible pensioners and surviving spouses shall be required to make monthly contributions for medical and prescription drug coverage. Because these benefits provided by us will be paid in the future over what could be many years, we use an independent actuary to help us estimate the accrued liability at each year-end balance sheet date. The two most significant assumptions used in determining the liability are the projected medical cost trend rate and the discount rate.

     We estimate the escalation trend in medical costs based on historical rate experience in our plans and through consultation with health care specialists. We have assumed an initial escalation rate of 8.25% in 2003. This rate is assumed to decrease gradually to an ultimate rate of 4.75% in 2008 and remain at that level for all future years. The health care cost trend rate assumption has a significant effect on the costs and obligation reported. A 1% increase in the health care cost trend rate would result in approximate increases in the accumulated postretirement benefit

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obligation of $19.2 million. A 1% decrease in the health care cost trend rate would result in approximate decreases in the accumulated postretirement benefit obligation of $16.7 million.

     The discount rate applied to our OPEB obligations is based on an estimate of the current interest rate at which our OPEB obligations could be settled at the balance sheet date. In estimating this rate, we consider high quality bond rates and the expected payout period of our OPEB obligations. Based on this evaluation, we lowered the discount rate used to measure our OPEB obligation at December 31, 2003 from 6.5% to 6.0%.

Asset Impairments

     Our company periodically evaluates property, plant and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Asset impairments are recognized when the carrying value of productive assets exceeds the net projected undiscounted cash flows from those assets. Given our integrated operations, asset impairment evaluations are generally done on a group basis. Undiscounted cash flows are based on longer-term projections that consider projected market conditions and the performance and ultimate use of the assets. If future demand and market conditions are less favorable than those projected by management, or if the probability of disposition of the assets differs from that previously estimated by management, asset impairments may be required.

Deferred Taxes

     Realization of net deferred tax assets is dependent on the ability of our company to generate future taxable income. Our company records a valuation allowance to reduce deferred tax assets to an amount that is more likely than not to be realized. During 2000, our company recorded a full valuation allowance against our net deferred tax assets due to the uncertainties surrounding realization as a result of the bankruptcy proceedings. Deferred tax assets that have arisen since that time, which principally consist of net operating losses, have also been fully reserved. However, as our operations continue, we will be required to periodically reevaluate the tax treatment of these deferred tax assets in light of actual operating results.

Environmental and Legal Contingencies

     Our company provides for remediation costs, environmental penalties and legal contingencies when the liability is probable and the amount of the associated costs is reasonably determinable. Our company regularly monitors the progress of environmental remediation and legal contingencies, and revises the amounts recorded in the period in which changes in estimate occur. Conclusions regarding exposure are developed in consultation with legal and environmental counsel.

New Accounting Standards

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

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

     In June 2002, the FASB issued SFAS 146, “Accounting for Costs Associated with Exit or Disposal Activities.” SFAS 146 addresses financial accounting and reporting for costs associated with exit or disposal activities and nullifies Emerging Issues Task Force (EITF) Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring).” Under EITF Issue 94-3, a liability for an exit activity was recognized at the date of an entity’s commitment to an exit plan. SFAS 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the

25

liability is incurred. SFAS 146 is effective for exit or disposal activities that are initiated after December 31, 2002. SFAS 146 will impact the timing of the recognition of costs associated with an exit or disposal activity, The Company has adopted SFAS 146 but has not experienced any activity since its reorganization that would require application of SFAS 146.

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

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

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

     In January 2003, the FASB issued FIN 46 (revised December 2003), “Consolidation of Variable Interest entities, an interpretation of ARB No. 51, which addresses consolidation by business enterprises of variable interest entities that do not have sufficient equity investment to permit the entity to finance its activities without additional subordinated financial support from other parties or whose equity investors lack characteristics of a controlling financial interest. The Interpretation provides guidance related to identifying variable interest entities and determining whether such entities should be consolidated. It also provides guidance related to the initial and subsequent measurement of assets, liabilities and non-controlling interests in newly consolidated variable interest entities and requires disclosures for both the primary beneficiary of a variable interest entity and other beneficiaries of the entity. FIN 46 must be applied to all entities subject to this Interpretation as of March 31, 2004. However, prior to the required application of this Interpretation, FIN 46 must be applied to those entities that are considered to be special-purpose entities as of December 31, 2003. There was no financial statement impact from the application of this Interpretation at December 31, 2003.

Results of Operations

     The consolidated financial statements from and after the effective date of our Plan of Reorganization (“POR”), August 1, 2003, are those of a new reporting entity (the “Reorganized Company”) and are not comparable to the pre-confirmation periods of the old reporting entity (the “Predecessor Company”).

Five Months Ended December 31, 2003 – “Reorganized Company”

     Net sales for the five-month reorganized period ended December 31, 2003 totaled $396.9 million on shipments of steel products totaling 912,937 tons. Steel prices averaged $435 per ton. The average steel price per ton reflects a mix of products that includes 30.2% hot rolled and $0.9 million of toll processed revenue.

     Cost of goods sold totaled $396 million for the five-month reorganized period. Cost of goods sold averaged $434 per ton shipped. Raw material costs and fuel costs were impacted by market prices higher than in recent years. The

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raw steel production operating rate during the five-month period, which included a 15 day planned outage in November, was 89.1%

     Depreciation expense totaled $10.5 million for the five-month period on fixed assets totaling $387.8 million. Fixed assets were recorded at fair value based on independent appraisals as part of the reorganization.

     Selling, administrative and general expense totaled $23.6 million for the five-month period.

     Interest expense totaled $10.2 million for the five-month period. Long term debt totaled $340.7 million and the revolving credit facility ranged between $36.9 million and $79.3 million. Interest expense also includes amortization of capitalized finance costs.

     Miscellaneous income totaled $4.4 million for the five-month period and primarily reflects equity earnings of our joint ventures.

     Net loss for the Five-month period ended December 31, 2003 totaled $38.9 million, or a $4.10 loss per basic and diluted share.

Seven Months Ended July 31, 2003 – “Pre-Reorganization”

     Net sales for the seven-month pre-reorganization period ended July 31, 2003 totaled $570.4 million on shipments of steel products totaling 1,305,046 tons. Steel prices averaged $437 per ton. The average steel price per ton decreased from $443 per ton in 2002. The decrease in average steel price per ton reflects a lower valued mix of products and lower volume of toll processed steel.

     Cost of goods sold for the seven-month period totaled $563.8 million. Cost of goods sold average $432 per ton shipped, compared to $404 per ton in 2002. The increase in cost per ton primarily reflects increased costs of raw materials and fuels.

     The raw steel production operating rate during the seven-month period was 93.7% of capacity, down from the 98.3% rate in 2002.

     Depreciation expense for the seven-month period totaled $3.9 million, reflecting lower monthly depreciation expense than in 2002 due to lower production volumes under the modified units of production method and increased levels of fully depreciated assets.

     Selling, administrative and general expense for the seven-month period totaled $29.9 million, up slightly from the monthly average expense in 2002 due to higher employment costs, higher property taxes and property insurance costs.

     Reorganization and professional fee expense totaled $8.1 million for the seven-month pre-reorganization period. Non-recurring gains totaled $400.1 million for the seven-month period as a result of the Company’s emergence from bankruptcy as of July 31, 2003. The $557.5 million gain on discharge of debt reflects pre-petition liabilities in excess of distributions made pursuant to our POR. The $152.7 million fair value adjustment primarily reflects the revaluation of fixed assets. Other reorganization entries amounted to a loss of $4.8 million.

     Interest expense for the seven-month period totaled $9.2 million, which primarily reflects interest on the revolving credit facility.

     Net income for the seven-month pre-organization period ended July 31, 2003 totaled $284.5 million.

2002 Compared to 2001

     Net sales for 2002 totaled $980.0 million on shipments of 2.2 million tons of steel products, compared to $835.6 million on shipments of 2.0 million tons in 2001. The increase in revenues is due primarily to an 8.2% increase in prices and a 9.4% increase in volume of steel products shipped. The increase in tons shipped is primarily attributable to increased shipments to joint ventures and affiliates. Average sales prices increased from $412 per ton shipped to $443 per ton shipped primarily due to import tariffs imposed in March 2002 and reduced domestic supply resulting from temporary closures of steel-making capacity.

     Cost of goods sold decreased from $427 per ton shipped in 2001 to $403 per ton shipped in 2002. The decrease in operating cost per ton is due primarily to a decrease of $3 per ton for labor, a decrease of $15 per ton for raw materials, a decrease of $10 per ton for fuels, a decrease of $3 per ton for supplies, and the efficiencies of higher operating levels. The operating rates for 2002 and 2001 were 98.3% and 88.2%, respectively.

     Depreciation expense increased to $74.2 million in 2002, compared to $72.6 million in 2001, due primarily to increased levels of raw steel production and its effect on our units of production depreciation method ($0.8 million increase), as well as an increase in the level of depreciable assets.

     Selling, administrative and general expense decreased to $47.0 million in 2002 from $47.2 million in 2001. The decrease is due primarily to a decrease of $3.2 million in labor costs, partially offset by an increase of $1.6 million in sales commissions and an increase of $1.0 million in property taxes.

     Reorganization and professional fee expense decreased to $11.8 million in 2002 from $14.2 million in 2001 due to less professional services required as the reorganization process evolved. Legal expense related to the reorganization decreased to $4.9 million in 2002 as compared to $5.3 million in 2001. Accounting and reorganization advisory expense related to the reorganization decreased to $3.5 million in 2002 as compared to $4.4 million in 2001 and other professional services expense decreased to $3.3 million in 2002 from $4.4 million in 2001.

     Reorganization income for 2002 decreased to $1.3 million from $9.2 million in 2001. The income in 2001 was primarily related to the sale of Pittsburgh-Canfield Corporation (subsequently known as PCC Survivor Corporation) assets. A gain of $9.8 million was recorded as a result of the sale.

     Interest expense decreased to $16.0 million in 2002 from $17.4 million in 2001. Interest expense decreased due primarily to a decrease of $4.5 million in interest expense on the debtor-in-possession credit facility in 2002, partially offset by an increase of $2.4 million in capitalized interest in 2001 as compared to 2002.

     Other income increased to $4.6 million in 2002 from $0.4 million in 2001. The increase is a result of higher equity income on joint venture investments and the absence of a royalty receivable write down of $1.8 million in 2001. Equity income totaled $3.9 million in 2002 and $1.3 million in 2001.

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     Net loss totaled $57.6 million in 2002, compared to a net loss of $172.2 million in 2001.

2001 Compared to 2000

     Net sales for 2001 totaled $835.6 million on shipments of 2.0 million tons of steel products, compared to $1.1 billion on shipments of 2.4 million tons in 2000. The decrease in revenues is due to a 13.9% decrease in shipments and a 12.0% decrease in prices. The decrease in tons shipped is primarily attributable to a slow economic environment, reduced demand for flat-rolled steel products and high levels of imported steel. Average sales prices decreased from $475 per ton shipped to $412 per ton shipped primarily due to severe pressure on steel prices due to the significant increase in low-priced steel imports in a depressed economy.

     Cost of goods sold decreased from $448 per ton shipped in 2000 to $427 per ton shipped in 2001. The decrease in operating cost per ton is due primarily to a decrease of $14 per ton for labor, a decrease of $10 per ton for raw materials, and a decrease in maintenance spending of $7 per ton. The operating rates for 2001 and 2000 were 88.2% and 88.7%, respectively. Raw steel production was 100% continuous cast.

     Depreciation expense decreased to $72.6 million in 2001, compared to $78.9 million in 2000 due primarily to reduced levels of raw steel production and its effect on our units of production depreciation method ($1.5 million decrease), and a decrease in the level of depreciable assets.

     Selling, administrative and general expense decreased to $47.2 million in 2001 from $68.2 million in 2000. The decrease is due primarily to a decrease of $7.8 million in labor costs, a reduction of $4.8 million in general professional services, and a decrease of $4.9 million in property taxes.

     Reorganization and professional fee expense increased to $14.2 million in 2001 from $4.1 million in 2000. Due to the bankruptcy filing in November 2000, the expense was less in 2000 as compared to 2001, in which a full year of expense was incurred. In the first full year into the reorganization, legal expense related to the reorganization increased to $5.3 million in 2001 from $2.9 million in 2000. Accounting and reorganization advisory expense related to the reorganization increased to $4.4 million in 2001 from $0.6 million in 2000 and other professional services expense increased to $4.4 million in 2001 from $0.7 million in 2000.

     Reorganization income was $9.2 million in 2001 as compared to the $2.6 million expense in 2000. The income in 2001 was primarily related to the sale of Pittsburgh-Canfield Corporation (subsequently known as PCC Survivor Corporation) assets, which resulted in a gain of $9.8 million, as compared to the expense in 2000 of $2.6 million related to the write off of deferred financing costs related to pre-petition credit and securitization agreements.

     Interest expense decreased to $17.4 million in 2001 from $36.0 million in 2000. The decrease is due primarily to the bankruptcy filing in the fourth quarter of 2000 and the avoidance of interest charges and payment related to pre-petition debt.

     Other income was $0.4 million in 2001 as compared to an expense of $3.0 million in 2000. The increase is primarily the result of the elimination of securitization fees in 2001. The fees totaled $6.9 million in 2000.

     The tax provisions for 2001 and 2000 were $17 thousand and $90.1 million, respectively. The year 2000 tax provision reflects a change in valuation allowance of $149.7 million as we considered it more likely than not that deferred tax assets would not be realized. Also, a $23.9 million reserve was released to income upon settlement of prior year taxes.

     Net loss totaled $172.2 million in 2001, compared to a net loss of $218.2 million in 2000.

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Liquidity and Capital Resources

     Since our emergence from Chapter 11 bankruptcy proceedings, our primary sources of liquidity have been cash flows from operations, term loans under our $250 million senior secured term loan facility, revolving credit loans under our $225 million senior secured revolving credit facility, and a $10 million unsecured loan from WHX Corporation. We have used approximately $199.7 million of the proceeds of the foregoing debt financings to pay our obligations under our plan of reorganization, including paying off our debtor-in-possession credit facility and paying other cash claims under our plan of reorganization. We expect to use the remainder of the proceeds to fund our ongoing operations, to service debt, to fund working capital, to make capital expenditures on our existing facilities and our planned construction of an electric arc furnace, and for general corporate purposes.

     As of December 31, 2003, we had the following amounts available for our working capital and planned capital expenditures: cash and cash equivalents of approximately $4.8 million; $87.1 million of restricted cash from borrowings under our term loan facility for construction of the electric arc furnace; and $6.7 million of availability under our new revolving credit facility, after giving effect to a $50 million minimum availability requirement discussed more fully below. We expect that the effects of a new labor agreement, cancellation of indebtedness pursuant to our plan of reorganization and improved business conditions will produce positive operating cash flows through 2004. Therefore, we currently anticipate that we should be able to fund our debt service obligations and satisfy our long-term cash requirements without the need for additional funding.

     As of February 29, 2004, we had cash and cash equivalents of approximately $7.0 million; $79.5 million of restricted cash for construction of the electric arc furnace; and $8.0 million of availability under our revolving credit facility, after giving effect to a $50 million minimum availability requirement.

     As discussed below, our credit agreements require us to maintain borrowing availability of at least $50 million under our revolving credit facility or any replacement facility through at least March 31, 2005. We currently expect that we should be able to maintain this level of borrowing availability through the end of the current fiscal year. This expectation is based on our present belief that, among other things, increased raw material costs will be recovered through increased sales prices for our products and that the demand for and market price of steel products will increase in the near future. However, if increased costs of raw materials cannot be recovered or if market prices for steel products or customer demand do not rise as anticipated, it is possible that our borrowing availability could fall below $50 million.

The following table summarizes the categories of collateral that we have pledged to secure our current debt obligations and the ranking of our debt obligations with respect to all of the security interests that we have granted to date.

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     In the event that we are unable to satisfy our payment and other obligations under our secured debt, the lenders of our secured debt have various rights and remedies, including the right to force the sale of our assets and to apply the proceeds thereof to repay amounts owed by us. If such a foreclosure were to occur, then we may be unable to maintain our operations, our business, financial condition and results of operations could materially suffer and our shareholders may lose all or part of their investment.

Off-Balance Sheet Arrangements

     As of the date of this report we have no off-balance sheet transactions, arrangements, or other relationships with unconsolidated entities or persons that are reasonably likely to adversely affect liquidity, availability of capital resources, financial position or results of operations. We have investments in three joint ventures that are accounted for under the equity method. Pursuant to the joint venture agreements with OCC and Wheeling-Nisshin, we have an obligation to support their working capital requirements. However, we believe it is unlikely that those joint ventures will require our working capital support in the foreseeable future based upon the present financial condition, capital resource needs and/or operations of these entities.

Contractual Commitments

     As of December 31, 2003, the total of our future contractual obligations, including the repayment of debt obligations, is summarized below.

(1)		The interest rate associated with the term loan is a floating rate. Interest payment projections in respect of the term loan assume that the interest rate for 2004 will be 4% per annum and will increase by 0.5% each year during the projection period.
(2)		Includes interest payment obligations for 2004 of approximately: $10.0 million in respect of the term loan; $3.3 million in respect of the Series A notes and the Series B notes; $613,000 in respect of the WHX note; $305,000 in respect of the loan agreement with the State of West Virginia; $150,000 in respect of the loan modification agreement with the Ohio Department of Development; $100,000 in respect of the modification and assumption agreement with Danieli Corporation; $16,000 in respect of the notes issued to Fata Hunter; and $1,200 in respect of the loan and security agreement with WesBanco.
(3)		Includes aggregate interest payment obligations for years 2005 and 2006 of approximately: $21.0 million in respect of the term loan; $6.5 million in respect of the Series A notes and the Series B notes; $1.2 million in

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		respect of the WHX note; $611,000 in respect of the loan agreement with the State of West Virginia;
		$100,000 in respect of the loan modification agreement with the Ohio Department of Development; and $107,000 in respect of the modification and assumption agreement with Danieli Corporation.
(4)		Includes aggregate interest payment obligations for years 2007 and 2008 of approximately: $15.9 million in respect of the term loan; $7.0 million in respect of the Series A notes and the Series B notes; $1.2 million in respect of the WHX note; $611,000 in respect of the loan agreement with the State of West Virginia; and $5,000 in respect of the modification and assumption agreement with Danieli Corporation.
(5)		Includes aggregate interest payment obligations of approximately: $10.5 million in respect of the Series A notes and the Series B notes; and $1.6 million in respect of the WHX note.
(6)		Represents the estimated present value of our liability as of December 31, 2003. Amounts included for 2004 through 2008 and thereafter reflect our current estimate of corporate cash outflows and include the impact of assumed mortality, medical inflation and the aging of the population.
(7)		Amounts included for 2004 through 2008 and thereafter reflect an aggregate contribution of $6.3 million which will be credited against additional ongoing profit sharing contributions payable in cash and/or common stock that we are required to make to the VEBA trust.
(8)		Amount represents the present value of our liability as of December 31, 2003. Amounts included in “contractual payments due’’ for 2004 through 2008 and thereafter reflect our current estimate of corporate cash outflows and exclude the impact of interest and mortality. The forecast of cash outflows is estimated based on historical cash payment information and anticipates payment of approximately $5.1 million per year.
(9)		The Company entered into a 15-year take-or-pay contract in 1999 that was amended in 2003. The contract requires the Company to purchase oxygen, nitrogen and argon each month with a minimum monthly charge of approximately $0.6 million, subject to escalation clauses. Payments for deliveries of oxygen totaled $9.3 million in 2003, $7.0 million in 2002 and $7.5 million in 2001.
(10)		The Company entered into a 20-year take-or-pay contract in 1999, that was amended in 2003. The contract requires the Company to purchase steam and electricity each month or pay a minimum monthly charge of approximately $0.4 million. A variable portion of the contract is calculated as $3.75 times the number of tons of iron produced each month with an agreed to minimum of 3,000 tons per day. Payments for deliveries of steam and electricity totaled $8.8 million in 2003, $13.8 million in 2002 and $14.6 million in 2001. If the Company elects to terminate the contract early, as of December 31, 2003, a maximum termination payment of $37.0 million would be required.
(11)		In 2004, the Company entered into a take-or-pay contract to purchase coal each month with a minimum monthly charge of approximately $1.6 million. The term of the contract expires on December 31, 2007, while the Company has the sole option to terminate the contract on or after January 1, 2006. After such date, the pricing will be subject to market conditions with a cap collar. Payments for deliveries of coal totaled $11.8 million in 2003, $16.4 million in 2002 and $7.3 million in 2001. As of December 31, 2003, if the Company elects to terminate the contract, a maximum termination payment of $37.4 million would be required.
(12)		In June 2003, the Company entered into an agreement for the supply of equipment and services with Junction Industries, Inc., pursuant to which Junction Industries has agreed to provide equipment and services to design, engineer, procure, fabricate, and assist the Company in the installation, commissioning, start-up and testing of one 250-ton (tap weight) electric arc furnace, one Consteel scrap conveyor system, ladle metallurgy furnace, baghouse and certain other associated equipment for incorporation into the electric arc furnace melt shop. The total cost of the electric arc furnace is expected to be $114.9 million. As of December 31, 2003, capital commitments remaining under the project total $88.0 million.

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Projected Restructuring Capital Expenditures

     The projected cost of the electric arc furnace and the other restructuring capital projects provided for in our new business plan is approximately $110.9 million. It is anticipated these amounts will be expended over a period of three years as set forth in the table below:

     In addition, a major rebuild of the No. 8 Coke Battery will be required with construction occurring in 2006. This rebuild is currently expected to require a capital investment of approximately $75 million. The spending for this investment will occur over the 3 year period of 2005 through 2007. Following completion of this rebuild, it is anticipated that the coke battery will have a service life of 12-15 years.

     These capital expenditures are to be financed with operating cash flows and borrowings under our new term loan facility and revolving credit facility, which we entered into pursuant to our plan of reorganization. The Electric Arc Furnace project is fully funded through a restricted cash account set up pursuant to our POR.

VEBA Trust

     In connection with our plan of reorganization and our collective bargaining agreement with the USWA, we established a plan to provide health care and death benefits to certain retirees and their dependents. The trust created under the benefits plan, which we refer to as the VEBA trust, is designed to constitute a tax-exempt voluntary employee beneficiary association. Pursuant to our plan of reorganization, we issued 4,000,000 shares of WPC common stock to the VEBA trust, of which 2,000,000 shares are creditable, at our discretion, against future required contributions of stock, as described below. The shares will be valued at the time of contribution. Commencing on October 1, 2003 and continuing through February 1, 2004, we were obligated to contribute $1.5 million on the first day of each month to the VEBA trust. Thereafter, from March 1, 2004 through August 1, 2004, we are obligated to contribute $0.3 million on the first day of each month to the VEBA trust. This aggregate contribution of $9.3 million will be credited against additional ongoing contributions that we are required to make to the VEBA trust. Such ongoing contributions are payable within 45 days of the end of each fiscal quarter and consist of an amount equal to:

•

40% of operating cash flow, between $16 and $24 of operating cash flow per ton of steel products sold to third parties, payable in cash;

•

12% of operating cash flow, between $24 and $65 of operating cash flow per ton of steel products sold to third parties, payable at our discretion in cash or common stock of WPC;

•

25% of operating cash flow, above $65 of operating cash flow per ton of steel products sold to third parties, payable in cash; and

•

15% of operating cash flow below $30 of operating cash flow per ton of steel products sold to third parties, payable at our discretion in cash or common stock of WPC, subject to compliance with dilution limitations.

     “Operating cash flow” for purposes of determining such contribution amounts is defined as earnings before interest and taxes of the Company, less any cost or expenses associated with the profit sharing plan, calculated on a consolidated basis in accordance with United States generally accepted accounting principles.

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     All payments that, in our discretion, are payable in common stock of WPC are subject to U.S. Department of Labor restrictions on the amount of capital stock that can be held by the VEBA trust.

     Trusts that constitute voluntary employees’ benefit associations are subject to restrictions on the amount of stock that they are able to hold. We are in discussions with the U.S. Department of Labor to obtain a waiver that would permit the VEBA trust to continue to hold our common stock. We expect to receive the waiver, however, if no waiver is granted, the common stock is to be distributed to the beneficiaries under the welfare benefits plan or otherwise used to provide them with benefits.

     The VEBA trust has agreed to limit the number of shares of common stock that it may sell during the four years following the effective date of our plan of reorganization. During the first two years, the VEBA trust is not permitted to sell any of its initial 4 million shares of common stock without our authorization unless it holds, at the time of such sale, fewer than five percent of our outstanding shares of common stock. During each of the following two years, the VEBA trust has agreed not to sell more than 50% of the remaining initial 4 million shares within any consecutive twelve-month period. These restrictions will not apply to any additional shares of common stock contributed to the VEBA trust. We and the VEBA trust entered into an agreement imposing these stock transfer restrictions because our ability to retain or make use of certain net operating loss carry forwards may be affected by the number of shares of common stock that are transferred by significant stockholders during the two year period following the effective date of our plan of reorganization, and because both we and the VEBA trust wish to minimize the potential adverse impact that the sale of a large number of shares might have on the market for our common stock. In connection with the stock transfer restrictions, the VEBA trust has also agreed that it will abstain from voting 1,300,000 shares of common stock, or such lesser number of shares as it may hold from time to time, for the election of directors of WPC.

Item 7A - Quantitative and Qualitative Disclosures About Market Risk

     Our company’s quantitative and qualitative disclosures about market risk include forward-looking statements with respect to management’s opinion about the risk associated with our 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 herein.

Commodity Price Risk and Related Risks

     In the normal course of business, our company is exposed to market risk or price fluctuation related to the purchase, production or sale of steel products. In addition, prices for our raw materials, natural gas and electricity requirements are subject to frequent market fluctuations. Our company’s market risk strategy generally has been to obtain competitive prices for our products and services and to allow operating results to reflect market price movements dictated by supply and demand. Additionally, we periodically enter into contracts for the advance purchase of natural gas in an effort to hedge against market fluctuations. Due to “mark to market” provisions in these contracts, as our market exposure decreases, we can be required to make advance payments that ultimately are recovered upon delivery of the commodity, but which can temporarily reduce our liquidity until that time.

Interest Rate Risk

     The fair value of cash and cash equivalents, receivables and accounts payable approximate their carrying values and are relatively insensitive to changes in interest rates due to their short-term maturity.

     Under the Bankruptcy Code, interest is generally not allowable on unsecured pre-petition obligations. Pursuant to our plan of reorganization, substantially all of our pre-reorganization debt was repaid or otherwise satisfied and we entered into new credit facilities. Under those new credit facilities, at December 31, 2003, we had outstanding $93.2 million aggregate principal amount of debt under fixed-rate instruments and $329.4 million aggregate principal amount of debt under variable-rate instruments. Since our portfolio of debt is comprised

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primarily of variable-rate instruments, the fair value of the debt is relatively insensitive to the effects of interest rate fluctuations. However, our interest expense is sensitive to changes in the general level of interest rates. A 100 basis point increase in the average rate for the variable rate debt would have increased our fourth quarter 2003 interest expense by approximately $0.8 million.

Credit Risk

     Counter parties expose our company to credit risk in the event of non-performance. We continually review the creditworthiness of our counterparties.

Foreign Currency Exchange Risk

     Our company has limited exposure to foreign currency exchange risk as almost all of our transactions are denominated in U.S. dollars.

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Item 8 - Financial Statements and Supplemental Data

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

Report of Independent Auditors

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

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

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

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

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Report of Independent Auditors

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

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

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

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

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WHEELING-PITTSBURGH CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Year Ended December 31
(Dollars in Thousands except per share data)

*

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

See Notes to Consolidated Financial Statements

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WHEELING-PITTSBURGH CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEET
As of December 31
(Dollars in Thousands)

See Notes to Consolidated Financial Statements

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WHEELING-PITTSBURGH CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Year Ended December 31
(Dollars in Thousands)

See Notes to Consolidated Financial Statements

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WHEELING-PITTSBURGH CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
For the Year Ended December 31,
(Dollars in Thousands)

See Notes to Consolidated Financial Statements

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A—Bankruptcy and Reorganization

Overview

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

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

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

Bankruptcy and Reorganization

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

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

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

	•		WPC amended and restated its by-laws and filed a second amended and restated certificate of incorporation with the Delaware Secretary of State authorizing the issuance of up to an aggregate of 80 million shares of common stock, par value $0.01 per share, and 20 million shares of undesignated preferred stock, par value $0.001 per share.
	•		WPC exchanged, on a pro rata basis, $275 million in senior notes and $75 million in term notes that existed prior to its bankruptcy filing for an aggregate of $20 million in cash, $40 million in new Series A secured notes issued by WPSC, which are collateralized by a second lien on our tangible and intangible assets (other than our accounts receivable and inventory) and our equity interests in our joint ventures and a third lien on our accounts receivable and inventory, $20 million in new Series B secured notes issued by WPSC, which are collateralized by a fifth lien on our tangible and intangible assets, our equity interests in our joint ventures, and our accounts receivable and inventory, and 3,410,000 shares of new common stock of WPC constituting 34.1% thereof.

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	•		WPC cancelled its then-existing senior notes and related indenture and its then-existing term notes and the related term loan agreement.
	•		WPC cancelled all shares of its common stock that existed prior to the implementation of our plan of reorganization, at which point we ceased to be a subsidiary of WHX Corporation.
	•		WPSC entered into a new $250 million senior secured term loan facility, which is guaranteed in part by the Emergency Steel Loan Guarantee Board, the State of West Virginia, WPC and WPSC’s subsidiaries and is collateralized by a first lien on our tangible and intangible assets (other than accounts receivable and inventory) and our equity interests in our joint ventures and a second lien on our accounts receivable and inventory. We also entered into a new $225 million senior secured revolving credit facility, which is guaranteed by WPC and WPSC’s subsidiaries and is collateralized by a first lien on our accounts receivable and inventory and a third lien on our other tangible and intangible assets and our equity interests in our joint ventures.
	•		All of our obligations under our $195 million debtor-in-possession credit facility were satisfied in full and discharged.
	•		WPC and WPSC entered into an agreement with WHX Corporation providing for, among other things, a $10 million capital contribution by WHX Corporation, the cancellation of approximately $40 million in debt owed by us to WHX Corporation, a $10 million unsecured loan from WHX Corporation and an agreement with respect to our separation from WHX Corporation’s employee pension plan.
	•		WPC and WPSC entered into an agreement with our unionized employees represented by the United Steelworkers of America (USWA) which modified our existing labor agreement to provide for, among other things, future pension arrangements with the United Steelworkers of America and reductions in our employee-related costs.
	•		WPC issued 4 million shares of its new common stock constituting 40% thereof for the benefit of USWA retirees in satisfaction of certain claims under our labor agreement and an additional 1 million shares of its new common stock constituting 10% thereof to or for the benefit of our salaried employees.
	•		WPC issued 1,590,000 shares of its new common stock constituting 15.9% thereof to certain of our creditors in satisfaction of various unsecured claims, including claims relating to trade debt.

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

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Fresh-Start Reporting

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

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

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

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

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

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WHEELING-PITTSBURGH CORPORATION
AND SUBSIDIARY COMPANIES
REORGANIZED CONSOLIDATED BALANCE SHEET
(Dollars in Thousands)