UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-K

For the fiscal year ended December 31, 2004

OR

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)

Rights to Purchase Series A Junior Participating Preferred Stock
(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. o

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes þ No o

The aggregate market value of the outstanding common stock, other than shares held by persons who may be deemed affiliates of the registrant, as of June 30 (the last business day of the registrant’s most recently completed second fiscal quarter) was approximately $116 million. Shares of common stock held by the United Steelworkers’ of America Voluntary Employee Benefits Association and by executive officers and directors of the registrant are not included in the computation. However, the registrant has made no determination that such persons are “affiliates” within the meaning of Rule 405 under the Securities Act of 1933.

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 14,434,715 shares of its common stock, par value $0.01 per share, issued and outstanding as of February 28, 2005.

Documents Incorporated by Reference: None

TABLE OF CONTENTS

PART I

Item 1. BUSINESS

Overview
Wheeling-Pittsburgh Corporation (WPC) is a Delaware holding company that, together with its several subsidiaries and joint ventures, produces steel and steel products using both integrated and electric arc furnace technology. WPC sold 2.1 million tons of steel and steel products in 2004. Our principal operating subsidiary is Wheeling-Pittsburgh Steel Corporation (WPSC), a Delaware corporation, whose headquarters is located in Wheeling, West Virginia. WPC was organized as a Delaware corporation on June 27, 1920 under the name Wheeling Steel Corporation.

Our product offerings are focused predominantly on higher value-added finished steel products such as cold rolled products, tin and zinc coated products and fabricated products. Higher value-added products comprised more than 69% of our shipments in 2004. In addition, we produce semi-finished steel products and hot rolled steel products. We market a mix of products to a wide range of customers and end markets including the construction, container, and appliance industries, and to steel service centers, converters and processors.

Wheeling Corrugating Company (WCC), an operating division of WPSC, manufactures our fabricated steel products including construction and bridge decking, corrugated roofing and siding, and painted coil for the construction, agricultural and highway industries. WCC products represented 19.2% of our steel tonnage shipped in 2004. WPSC also has ownership interests in two joint ventures, Wheeling-Nisshin, Inc. (Wheeling -Nisshin) and Ohio Coatings Company (OCC), which consumed 30.7% of our steel tonnage shipped in 2004, representing 26.2% of our 2004 net sales. These joint ventures produce value-added steel products including aluminized and galvanized sheet, and tin coated products for the container, construction and service center markets.

Prior to August 1, 2003, Wheeling-Pittsburgh Corporation (WPC) was a wholly-owned subsidiary of WHX Corporation. On November 16, 2000, WPC and its then-existing wholly-owned subsidiaries filed voluntary petitions for relief under Chapter 11 of the US Bankruptcy Code, and emerged from bankruptcy on August 1, 2003. For a detailed discussion of the reorganization, refer to Note 2 to the Consolidated Financial Statements included in Item 8. “Financial Statements and Supplementary Data”.

Recent Developments
On September 21, 2004, we completed a public stock offering of 3,719,898 shares of our common stock at an offering price of $29 per share. Net proceeds from the sale of $99.7 million were used to repay all amounts outstanding under our revolving credit agreement and to fund a restricted cash account for future capital expenditures.

In November 2004, we completed construction of our electric arc furnace (EAF) with the EAF producing its first heat on November 28, 2004. The EAF achieved 50% capacity with a cold metallic charge in the second full month of operations. The EAF is expected to be operating at 75% of capacity by May 2005 and at full capacity by the fourth quarter of 2005. Steel production from the EAF, along with the idling of one of our two blast furnaces, will transform our operations from an integrated producer to a hybrid producer of steel with characteristics of both an integrated producer and a mini-mill. This transformation will provide flexibility in our steel making process by enabling us to use the EAF on its own or in conjunction with our remaining blast furnace and basic oxygen furnace (BOF). The EAF has a continuous scrap feed, or Consteel^®, and is differentiated from most mini-mills in that it has the ability to receive liquid iron as an alternative metallic input to more conventional steel scrap charged materials, enabling us to optimize our raw material input costs. Consteel^® is the process of continuously feeding and pre-heating the metallic scrap charge to the EAF. The EAF will also reduce our requirements for coke as a raw material input. In June 2004, we entered into a long-term scrap supply agreement designed to provide us with an adequate and reliable source of scrap for our EAF operations. The EAF has several additional advantages over integrated steel production including lower capital expenditures for construction of facilities, a more variable cost structure and limited ongoing capital requirements to sustain operations. We expect to be able to maintain existing quality levels across our full range of products while using the EAF in our steel making process. We believe that the EAF has an annual production capacity of up to 2.5 million tons of liquid steel, depending on the mix of hot metal and scrap

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inputs. The flexibility of using various operating configurations of the EAF and BOF to maximize steel production is expected to enable us to produce 2.8 million tons of steel slabs annually and manage our cost structure more efficiently.

On December 23, 2004, WPSC entered into a Letter of Intent with Severstal North America, Inc. Under the non-binding terms of the letter of intent, WPSC and Several North America, Inc. agreed to form a Delaware limited liability company for the production of coke and coke related products. As part of the proposed project, WPSC is expected to contribute its coke producing batteries, certain related facilities and assets located at its facility in Follansbee, West Virginia and $20 million to the limited liability company. Severstal North America, Inc. is expected to make cash contributions in the amount of $140 million to the limited liability company over three years, which would be used to substantially rebuild the coke batteries. After all contributions are received, the limited liability company would be owned 50% by WPSC and 50% by Severstal North America, Inc. Both parties would then be entitled to 50% of the coke produced by the facility.

On February 14, 2005, we adopted a shareholder rights plan primarily intended to help protect our tax net operating loss carryforwards. As part of the plan, we declared a dividend of one right for each share of common stock held of record as of March 2, 2005, payable on March 2, 2005. The rights may cause substantial dilution to a person or group that attempts to acquire 4.99% or greater of our common stock on terms not approved by our Board of Directors. Acquisitions of our common stock that would otherwise trigger the rights under the terms of the plan are permitted where the entire Board of Directors has determined, prior to consummation, that the transaction is fair to and in the best interests of our stockholders. In addition, the Board of Directors may redeem the rights, at its discretion, at a redemption price of $.01 per right at any time until the close of business on the earlier of (i) the 10th day following the first day of any public announcement that a person has become an acquiring person under the terms of the rights plan or any earlier date on which the Board of Directors becomes aware of the existence of an acquiring person, or (ii) on the 10th business day after the date of commencement of a tender offer or exchange offer the consummation of which would result in any person or group becoming an acquiring person. The shareholder rights plan will expire on the earlier of the third anniversary date of the plan, or the date, if any, on which the Company first discloses in any filing with the Securities and Exchange Commission that the Company’s net operating loss carryforwards no longer exceed $50 million.

Business Strategy
Our business strategy is focused on making our cost structure more variable, reducing our ongoing maintenance and capital expenditure requirements, providing flexibility to react to changing economic conditions, and expanding our participation in markets for higher value-added products.

Transition to electric arc furnace production
Our new EAF will transform our operations from conventional integrated steel production to those of a hybrid steel producer with characteristics of both an integrated producer and a mini-mill. Our EAF will be differentiated from most mini-mills by its ability to use both a continuous scrap feed and liquid iron as an alternative metallic input. We expect that the EAF will have an annual capacity of up to 2.5 million tons of liquid steel and, in conjunction with our BOF, will enable us to produce 2.8 million tons of steel slabs annually, which is the practical steel making limit under our current environmental permits. Construction and installation of the EAF was completed in the fourth quarter of 2004, with the first heat occurring on November 28, 2004. The EAF achieved 50% capacity with a cold metallic charge in the second month of operations. The EAF is expected to be operating at 75% of capacity by May 2005 and at full capacity by the fourth quarter of 2005. After complete ramp-up of the EAF, we expect to idle one of our two blast furnace operations that would otherwise require a major rebuild at an estimated cost of $140 million.

Compared to integrated steel production, the EAF has several advantages including lower capital expenditures for construction of facilities, a more variable cost structure, lower energy requirements, and limited ongoing maintenance and capital expenditure requirements to sustain operations. Further, the construction of the EAF with the simultaneous idling of one of our two blast furnaces will significantly reduce our requirements for coke. The liquid iron that can be used as a metallic input for the EAF will be produced using our remaining blast furnace operations, providing us with additional flexibility relating to raw materials. We believe that the more variable cost structure of the EAF and flexibility in raw material input utilization will enable our costs to more closely track market conditions and will support our margins in market downturns.

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Strategic capital projects to improve productivity and cost position
We are planning a number of strategic capital projects over the next three years that are intended to upgrade and eliminate bottlenecks in our rolling and finishing facilities and to increase our productivity and improve our cost position. We plan to install new automatic roll changers on the finishing mills at our hot strip mill in the fourth quarter of 2005 which are expected to expand our annual rolling capacity by 0.4 million tons to 3.2 million tons and optimize throughput, resulting in lower costs. In addition, we plan to upgrade our temper mill and install a final inspection line at our Allenport facility. These and other improvements are intended to increase our downstream capacity and improve the quality and market penetration of our value-added cold rolled products.

Capitalize on our anticipated excess coke capacity
We expect to have excess coke capacity following the ramp-up of our EAF and idling of one of our two blast furnaces. In 2004, we produced 0.9 million tons of coke in our four coke batteries meeting substantially all of our coke requirements. In 2005 and 2006, we expect to significantly lower our annual coke requirements to approximately 0.7 and 0.6 million tons, respectively, from approximately 1.0 million tons in 2004. To continue our self-sufficiency in coke and to capitalize on favorable market conditions, a rebuild of our No. 8 coke battery located at our coke plant in Follansbee, West Virginia is anticipated beginning in 2005. The construction is expected to be completed in 2006 and is expected to require a capital investment of approximately $77.3 million. The rebuild is expected to extend service life of the battery by 12-15 years. We expect to have excess coke production capacity of approximately 0.3 million and 0.35 million tons in 2005 and 2006, respectively, after the idling of one of our two blast furnaces and excess capacity of approximately 0.5 to 0.6 million tons of coke in 2007 after the rebuild of our No. 8 coke battery. We are evaluating whether to rebuild our Nos. 1, 2 and 3 coke batteries and anticipate that this rebuild would cost approximately $47.0 million and would start in 2008. If rebuilt, we anticipate the annual production capacity of these batteries would increase from 0.38 million tons to 0.40 million tons, further bolstering our long coke position. We also expect to invest $26.1 million on infrastructure and other capital items at our coke plant during the years 2005 through 2009.

On December 23, 2004, WPSC entered into a Letter of Intent with Severstal North America, Inc. Under the non-binding terms of the letter of intent, WPSC and Several North America, Inc. agreed to form a Delaware limited liability company for the production of coke and coke related products. As part of the proposed project, WPSC is expected to contribute its coke producing batteries, certain related facilities and assets located at its facility in Follansbee, West Virginia and $20 million to the limited liability company. Severstal North America, Inc. is expected to make cash contributions in the amount of $140 million to the limited liability company over three years, which would be used to substantially rebuild the coke batteries. After all contributions are received, the limited liability company would be owned 50% by WPSC and 50% by Severstal North America, Inc. Both parties would then be entitled to 50% of the coke produced by the facility.

Achieve balanced exposure to spot and contract business
We aim to achieve a balanced mix between spot and contract business. We believe that contract business, which we define as agreements 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. Currently, our relatively high exposure to the spot market, comprising 75% of our sales, is enabling us to benefit from increased steel prices. In the long-term, we seek to increase our mix of contract business to 40% by targeting sales to end use customers versus spot sales to service centers and processors. This mix is expected to provide enhanced stability in fluctuating market conditions and, at the same time, should allow us to take advantage of positive pricing in tighter markets. We will continue to target customers that purchase our products over prolonged periods of time and value consistency of supply.

Optimize the sale of downstream value-added products
We continue to seek a product mix that offers high returns and increases our stability. Our long-term strategy focuses on higher value-added products with higher engineering content. Although we are seeking to capitalize on current favorable pricing conditions in the commodity and hot rolled markets to maximize our profitability, we will continue to identify products and markets that offer higher returns and increase stability. We believe that our new operating configuration will allow us to continue to produce a full range of products. We aim to increase our market penetration of cold rolled products through capital expenditures and changes in operating practices at our Allenport and Yorkville cold finishing mills, which are expected to result in higher quality cold rolled products. These initiatives are expected to help to further penetrate the desirable OEM marketplace and reduce reliance on service centers.

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Steel Industry
Steel making in the US is a highly competitive and capital-intensive industry with approximately 112 million tons of domestic shipments in 2004. Estimated domestic consumption was approximately 143 million tons in 2004 and is expected to increase to approximately 148 million tons in 2005. Total annual steel consumption in the US has fluctuated between 143 million and 114 million tons since 1994, and was approximately 143 million tons in 2004, 116 million tons in 2003 and 117 million tons in 2002. Imports of finished steel totaled approximately 28 million tons in 2004, 18 million tons in 2003 and 24 million tons in 2002.

In the US, flat rolled steel is produced either by integrated steel facilities or mini-mills. Integrated steel makers typically produce flat rolled products by using blast furnaces to combine iron ore, limestone and coke (a refined carbon product derived from oven fired coal) into hot iron. Scrap metal is then added to the hot iron to produce liquid steel through a BOF, which removes impurities. After the liquid steel is metallurgically refined, it is processed through a continuous caster to form slabs. These slabs are further shaped or rolled into flat sheets at a hot strip mill or a plate mill. Various finishing processes may follow whereby the steel is treated through pickling, cold-rolling, annealing, tempering or coating processes.

The quality of steel products produced through the integrated process is generally more suitable for a wider variety of high quality specialized uses than those produced through the mini-mill process because less scrap containing impurities is used. As a result, integrated steel products are typically used for more value-added applications. Integrated mills are also characterized by more production steps and man-hours and higher costs of productive capacity and on-going maintenance. Current restructuring efforts by integrated steel mills have focused on reducing these costs through increased labor flexibility and efficiency, and using automation to increase labor productivity.

A mini-mill utilizes an electric arc furnace to melt scrap and scrap substitutes and remove impurities, eliminating the need for iron ore and coke inputs. The liquid steel can be metallurgically refined before it is cast into thin slabs which are further processed in line to produce flat sheets similar to those produced by integrated steel makers. Similar finishing processes often follow.

The quality of mini-mill produced steel products is dependent on the limited quality of the scrap raw materials used. However, in recent years, domestic mini-mills have increased the quality of their steel products. Typically, mini-mills are more cost efficient than integrated producers because they require less capital to operate and maintain. The correlation of scrap prices with steel selling prices represents the main advantage of the mini-mill and EAF strategy. This correlation has historically provided a relatively constant metal margin, or the difference between the steel selling prices and scrap prices, to the mini-mills over the business cycle. This relatively constant metal margin ensures that mini-mills perform better in downturns than integrated producers.

Industry Consolidation. In recent years, the fragmented US steel industry has experienced volatile market conditions, characterized by declining prices, fluctuating capacity, low demand growth and increased foreign imports. These conditions and additional constraints produced by significant underfunded pension and retiree health care obligations have led to widespread bankruptcies in the industry. Including us, over 40 companies have filed for Chapter 11 bankruptcy protection since January 1998, including Bethlehem, LTV and National Steel (formerly the second, third and fifth largest US integrated steel producers) in addition to Rouge Steel, Republic Engineered Products and Weirton Steel. A number of these steel producers were purchased as a result of bankruptcy, consolidation and rationalization of the industry.

As a result of industry consolidation, the top three Steel producers in the US held approximately 46% of market share in 2004 compared to 44% in 2005. The US steel industry has recently experienced significant consolidation, which is expected to lead to a more favorable pricing environment for US producers and has contributed to steel makers’ recent ability to levy base rate price increases and raw material surcharges.

Imports. As the single largest steel consuming country in the western world, the US market has long been a focus of steel producers in Europe and Japan. Steel producers from Korea, Taiwan, Brazil and other large economies such as Russia and China recognized the US as a target market. The domestic steel market is affected by factors influencing worldwide supply and demand, with excess production generally seeking the most lucrative markets. During the last several years, favorable conditions in the US market resulted in significant imports of steel and substantially reduced sales, margins and profitability of domestic steel producers. Imports surged in 1998 due to severe economic conditions in Southeast Asia, Latin America, Japan and Russia, among others. Steel imports of flat rolled products as a percentage of domestic apparent consumption, excluding semi-finished steel, were

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approximately 21% in 1999, 22%% in 2000 and 20% in 2001 and 2002. Steel product prices reached historical cyclical lows in December 2001 as a result of low domestic demand and increased foreign imports.

As a result, the US government took various protective actions during 2001 and 2002, including the enactment of various steel import quotas and tariffs under Section 201 of the US Trade Act of 1974, as amended, which contributed to a decrease of some US steel imports during 2003. However, these protective measures were only temporary and many foreign steel manufacturers were granted exemptions from applications of these measures. Following a November 2003 decision by the World Trade Organization Appellate Body declaring that the tariffs imposed by the US on steel imports violated global trade rules, the steel import quotas and Section 201 tariffs were lifted in December 2003. Import penetration fell to 16% for the full year 2003. 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. A weaker US dollar, increased demand for steel in China and other developing countries, and higher raw material and ocean freight costs have discouraged imports and led to substantial increases in steel selling prices. Recent actions to slow economic growth to sustainable levels by banking authorities and other policy makers in China have created uncertainty regarding China’s ability to manage its rapid economic growth, which could adversely affect steel markets and the steel industry. Steel imports of flat rolled products as a percentage of domestic apparent consumption, excluding semi-finished steel, were approximately 27% in 2004.

Pricing. Increased global demand, especially from mills in China, has put upward pressure on raw material prices and scrap prices in particular. Between the fourth quarter of 2003 and December 2004, No. 1 Heavy Metal Scrap prices increased substantially. Shortages in coke have put pressure on integrated steel producers with spot prices rising substantially during the year and remaining, in certain cases, at more than $400 per ton in late 2004.

Faced with higher raw material costs and increasing world demand, domestic steel producers began to both increase base prices and implement raw material surcharges starting in January 2004. This combination of factors has resulted in historically high prices for steel products.

Segments and Geographic Area
We are engaged in one line of business and operate in one business segment, the making, processing and fabricating of steel and steel products. We have a diverse customer base, substantially all of which is located in the United States. All of the Company’s operating assets are located in the United States.

Products and product mix
The table below reflects our product mix as a percentage of total tons shipped.

Hot Rolled Products. Hot rolled coils represent the least processed of our finished goods. Approximately 69.3% of our production of hot rolled coils during the year ended December 31, 2004 was further processed into value-added

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finished products. Hot rolled black or pickled (acid cleaned) coils are sold to a variety of consumers such as converters and processors, steel service centers and the appliance industry.

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 an annual capacity of over 250,000 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.

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. Specialty products are produced by Wheeling-Nisshin and Feralloy-Wheeling Specialty Processing Co., of which we own a 49% equity interest, and by contract service providers.

Revenues from external customers by product line for the periods indicated below were as follows:

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Customers and Markets
We market an extensive mix of products to a wide range of manufacturers, converters and processors. Our 10 largest customers, including our Wheeling-Nisshin and OCC joint ventures, accounted for approximately 43.3%, 42.5%, and 50.4% of our net sales, respectively, in each of the three years ended December 31, 2004. Wheeling-Nisshin accounted for approximately 17.5%, 16.3% and 15.6% of our net sales, respectively, in each of the three years ended December 31, 2004. OCC accounted for approximately 8.6%, 11.2% and 10.6% of our net sales, respectively, in each of the three years ended December 31, 2004. 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 and processors, construction, agriculture, container, automotive and appliances. Our overall participation in the construction and the converters and 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 tons shipped to our market segments:

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

Steel Service Centers. The shipments to steel service centers are heavily concentrated in the areas of hot rolled and hot dipped galvanized coils. Due to increased 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 and Processors. Shipments to the converters and 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 and 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.

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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 but we continue to supply blackplate to OCC for tin coating.

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 and dryer, refrigerator and freezer and range appliances.

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.

Joint Ventures
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 tons annually of coated steel and offers some of the lightest-gauge galvanized steel products manufactured in the US 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. Wheeling-Nisshin may terminate this agreement at any time WPSC and its subsidiaries and parent, if any, in the aggregate own less than 20% of the common stock of Wheeling-Nisshin. Pursuant to that agreement, WPSC is required to provide 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 413,000 tons, or 19.4% of our total tons shipped, approximately 440,000 tons, or 19.8% of our total tons shipped and approximately 445,000 tons, or 20.1% of our total tons shipped, for the years ended December 31, 2004, 2003 and 2002, respectively. We derived approximately 17.5%, 16.3% and 15.6% of our net sales from sales of steel to Wheeling-Nisshin in 2004, 2003 and 2002, respectively. For the years ended December 31, 2004, 2003 and 2002, Wheeling-Nisshin had operating income of $42.5 million, $6.4 million and $6.9 million, respectively, and we received dividends of $2.5 million in 2004 and 2003, respectively, and $1.25 million in 2002 from Wheeling-Nisshin. As of December 31, 2004, Wheeling-Nisshin had cash and investment securities totaling $73.6 million and had no outstanding indebtedness.

A shareholders agreement among WPSC and Nisshin Steel Co., Ltd. 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 term loan agreement and revolving credit facility, and to the holders of our Series A notes and Series B notes.

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

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Trading America, Inc., formerly known as Nittetsu Shoji America, Inc., a US-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 nonvoting 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. The tin coated products that we distribute are produced by OCC.

Pursuant to a raw material supply agreement between WPSC and OCC, WPSC has the right to supply up to 230,000 net tons in any calendar year of the black plate and cold rolled steel requirements of OCC through 2012, subject to quality requirements and at negotiated prices based on prevailing market rates. OCC may terminate this agreement if at any time WPSC owns less than 33% of the common stock of OCC. Shipments of steel by WPSC to OCC were approximately 240,000 tons, or 11.3% of our total tons shipped, approximately 239,000 tons, or 10.8% of our total tons shipped and approximately 245,000 tons, or 11.1% of our total tons shipped, for the years ended December 31, 2004, 2003 and 2002, respectively. We derived approximately 8.6%, 11.2% and 10.8% of our net sales from sales of steel to OCC in 2004, 2003 and 2002, respectively. Prior to July 2003, WPSC was the exclusive distributor for all of OCC’s products and marketed approximately 70% of OCC’s products through Nippon Steel Trading America. In July 2003, Nippon Steel Trading America became the exclusive distributor for approximately 70% of OCC’s products and WPSC remained a distributor for the balance. In April 2004, OCC began selling to certain customers directly, which reduced WPSC’s distributorship to approximately 20% of OCC’s products. WPSC does not expect to distribute any OCC product in 2005. For the years ended December 31, 2004, 2003 and 2002, OCC had operating income of $8.0 million, $9.6 million and $6.7 million, respectively. OCC did not pay any dividends during those periods. At December 31, 2004, OCC had $32.8 million in outstanding indebtedness.

A shareholders’ agreement among WPSC, Dong Yang Tinplate America, Nippon Steel Trading America and OCC contains certain provisions that may 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?% 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, but not less than all, of the shares owned by the other party at a price equal to $10,000 per share plus 10% interest or fair market value, whichever is higher. For purposes of the shareholders’ agreement, ‘‘change of control’’ for WPSC means, the transfer to persons (other than a holding company) of a majority of the capital stock of WPSC, or any transfer of substantially all of its assets.

WPSC has pledged its shares in OCC to the lenders under our term loan agreement and revolving credit facility, and to the holders of our Series A notes and Series B notes.

Pursuant to a loan agreement dated January 8, 1996, WPC loaned OCC $16.5 million. The loan has an eight-year term and bore interest, as of December 31, 2004, at approximately 5.0% per annum. As of December 31, 2004, OCC owed approximately $9.7 million on the loan. The loan is to be repaid in November 2006.

In April 2003, OCC entered into a three-year 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. OCC is restricted from declaring dividends under the terms of its credit agreement. However, OCC is permitted to make distributions of interest and principal in respect of its indebtedness to WPC, subject to certain limitations set forth in the credit agreement and in the subordination agreement described below. OCC has made principal payments in each of the most recent three quarters. In connection with the refinancing, WPC (i) entered into a subordination agreement, acknowledging that the $11.7 million owed by OCC to WPC pursuant to the loan agreement described in the previous paragraph, is subordinate to any indebtedness owed by OCC to Bank of America under OCC’s term loan agreement; and (ii) WPSC entered into a no-offset agreement, agreeing that it will not offset against accounts payable to OCC any indebtedness of OCC to WPSC.

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Competition
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.

The steel industry is cyclical in nature and has been marked historically by overcapacity, resulting in intense competition, which we expect to continue. Many of our competitors are large, with the top three domestic steel-producers holding approximately 46% of market share. We believe our major competitors include the following:

	•	domestic integrated steel producers, such as United States Steel Corporation, International Steel Group Inc., AK Steel Corporation, Ispat Inland Inc. and Severstal N.A.;
	•	mini-mills, such as Nucor Corporation, Steel Dynamics Inc. and Gallatin Steel Company;
	•	converters and fabricators, such as The Techs, Winner Steel, Inc., United Steel Deck and Metal Sales; and
	•	steel producers from Europe, Asia and other regions.

Domestic integrated steel producers 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 certain advantages over integrated producers, such as lower capital expenditures for construction of facilities, a more variable operating cost structure, 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 addition, domestic mini-mills have increased the quality of their steel products in recent years, which has provided a competitive alternative to most of the steel products that we produce. In the long-term, mini-mills 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 US has long been a focus 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 US as a target market.

We also compete to some extent with producers of other materials that can be used in place of steel. A number of steel substitutes, including plastics, aluminum, composites and glass, have reduced the growth of domestic steel consumption.

Sales and Marketing
Our sales and marketing functions are principally 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 at industry conventions and trade shows where we distribute brochures promoting all of our product lines.

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 customer service personnel respond to price quotation requests and accept incoming orders from, and perform order entry and provide order status and shipping information to, our customers.

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Our sales force consists of two distinct sales groups: 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 into three 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.

Manufacturing Process
With the ramp-up of our EAF, along with the idling of one of our two blast furnaces, we will transform our operations from an integrated producer to a hybrid producer of steel with characteristics of both an integrated producer and a mini-mill, producing liquid steel with both our EAF and our BOF.

Utilizing both electric energy and oxygen injection, the EAF melts recycled scrap and scrap substitutes to produce liquid steel. In addition, the EAF will be able to use liquid iron as a metallic input, which can be produced using our remaining blast furnace, providing us with additional flexibility relating to raw materials. The continuous process also includes a reliable scrap preheating system to reduce electric power requirements. We believe the higher portion of variable costs of the EAF and flexibility in raw material input utilization will produce a cost structure that more closely tracks market conditions and will support our margin in market downturns.

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 BOF process where impurities are removed, recycled scrap is added and metallurgical properties for end use are determined on a batch-by-batch (heat) basis.

Heats of liquid steel are sent to the ladle metallurgy facility from both the EAF and BOF, 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.

Raw Materials
In 2004, we entered into a long-term supply agreement for scrap based on prevailing market prices, with an initial term expiring in April 2009. The agreement is designed to provide us with an adequate and reliable source of scrap for our EAF operations. The scrap supply agreement does not require us to make any minimum purchases and we believe that we have access to alternative supplies of scrap, if necessary. Under the agreement, the supplier has constructed a scrap handling facility to enable it to provide us with the scrap contemplated by the agreement. The introduction of our EAF will increase our dependence on external scrap and scrap alternatives from approximately 22% of our steel melt to approximately 62% of our steel melt in 2005.

We have a long-term contract to purchase our iron ore requirements through March 2010. The iron ore price is based upon prevailing world market prices, which have escalated significantly, less 3%. We generally consume approximately 3 million gross tons of iron ore pellets in our blast furnaces annually. The introduction of our EAF will decrease our dependence on iron ore.

We have long-term supply agreements with third parties to provide us with a substantial portion of our metallurgical coal requirements at specified contract prices, which are subject to adjustment at stated times during the term of the contracts. Several of these suppliers have reduced required shipments to us claiming force majeure prohibited shipments, which has led to depleted coal inventory levels, substantially increased costs to purchase metallurgical coal from alternative sources, and at times reduced production levels. Our coking operations require a substantial amount of metallurgical coal. We currently produce substantially all of our coke requirements and burn the resultant by-product coke oven gas in downstream operations instead of natural gas. In 2004, we consumed approximately 1.3 million tons of coking coal in our production of approximately 0.9 million tons of blast furnace coke. Lower coal supplies caused us to reduce coke production in 2004, and required us from time to time to purchase additional coke in the spot market at higher costs to enable us to meet our coke requirements.

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.

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Our operations require significant amounts of other raw materials, including limestone and natural gas. 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 US 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 1% in 2004 and 62% in 2003, while declining 25% in 2002.

Energy
Many of our major facilities that use natural gas are equipped to use alternative fuels. During 2004, coal constituted approximately 65% of our total energy consumption, natural gas 30% and electricity 5%. We continually monitor our operations regarding potential equipment conversion and fuel substitution to reduce energy costs.

Backlog
Our backlog was 347,211 tons at December 31, 2004, as compared to 482,514 tons at December 31, 2003. Most orders related to the backlog at December 31, 2004 are expected to be shipped during the first quarter of 2005, subject to delays at customers’ request. The order backlog represents orders received but not yet completed or shipped. In times of strong demand, a higher order backlog may allow us to increase production runs, thereby enhancing production efficiencies.

Employees
At December 31, 2004, we had 3,430 employees of whom 2,736 were represented by the USWA, 80 were represented by other unions, 571 were salaried employees and the remaining 43 were non-union operating employees. WPC, WPSC and the USWA negotiated a new labor agreement, which became effective upon the date of reorganization and which expires on September 1, 2008. The labor agreement includes, among other things, provisions regarding wages, health care and pension benefits, profit sharing and employee security, and a retirement incentive program pursuant to which 650 hourly personnel accepted early retirement incentives in August 2003.

Cautionary Statement Concerning Forward-Looking Statements
This annual report on Form 10-K contains statements that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that may be identified by their use of words like “anticipates”, “believes”, “estimates”, “expects”, “intends”, “plans”, “projects”, “targets”, “can”, “could”, “may”, “should”, ‘will”, “would” or similar expressions and the negative, thereof, and may contain projections or other statements regarding future events or our future financial performance that involve risks and uncertainties.

You are cautioned that these forward-looking statements are based on our current expectations and projections about future events, and are subject to various risks and uncertainties, some of which are beyond our control, that could cause actual results to differ materially from those projected in these forward-looking statements. In light of the risks and uncertainties, there can be no assurance that the forward-looking information will in fact prove to be accurate. We have undertaken no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Risk Factors
Our business, results of operations and financial condition may be materially and adversely affected by any of the following risks.

We recently emerged from a Chapter 11 bankruptcy reorganization and have in the past sustained losses, and may not be able to maintain profitability.
Because we recently emerged from bankruptcy and have in the past sustained losses, we cannot assure you that we will be able to maintain profitability in the future. We have sought protection under Chapter 11 of the Bankruptcy Code twice since 1985, most recently in November 2000. We emerged from our more recent Chapter 11 bankruptcy reorganization as a new reporting entity on August 1, 2003. Prior to and during this reorganization, we incurred substantial net losses. Although we reported net income of $62.5 million for the year ended December 31, 2004, we incurred a net loss of $38.9 million for the five months ended December 31, 2003 following our emergence from bankruptcy. If we cannot maintain profitability, the value of our common stock may decline.

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You may not be able to compare our historical financial information to our current financial information, which will make it more difficult to evaluate an investment in our company.
As a result of the completion of our reorganization plan, we are operating our business under a new capital structure. In addition, we adopted fresh-start reporting in accordance with Statement of Position, or SOP, 90-7, as of July 31, 2003. Because SOP 90-7 required us to account for our assets and liabilities at their then current fair values, our financial condition and results of operations after our reorganization are not comparable in some material respects to the financial condition or results of operations reflected in our historical financial statements for periods prior to August 1, 2003. This may make it difficult to assess our future prospects based on historical performance.

Intense competition in the steel industry and substitute materials could adversely affect our profitability.
Competition within the steel industry, both domestic and worldwide, is intense and is expected to remain so in the future. We compete with domestic steel producers, steel processors, mini-mills and foreign importers. Mini-mills typically enjoy certain competitive advantages such as more variable raw material costs that tend to rise and fall in tandem with steel selling prices, non-unionized work forces with lower employment costs and more flexible work rules, and lower ongoing maintenance and capital expenditure needs for construction and operation of their steel making facilities. Additionally, the domestic mini-mills have increased the quality of their steel products in recent years, which has provided a competitive alternative to most of the steel products that we produce. Furthermore, many of our competitors have superior financial resources or more favorable cost structures, and we may be at a competitive disadvantage in competing with them. Moreover, steel products may be replaced to a certain extent by other substitute materials, such as plastic, aluminum, graphite, composites, ceramics, glass, wood and concrete. Our competitors may be successful in capturing our market share and we may be required to reduce selling prices in order to compete with them.

Increased imports could lower domestic steel prices and adversely affect our profitability.
We sell steel almost exclusively in the US market. The domestic steel market is affected by factors influencing world-wide supply and demand, with excess production generally seeking the most lucrative markets. During the last several years, favorable conditions in the US market compared to the global markets resulted in significant imports of steel and substantially reduced sales, margins and profitability of domestic steel producers, leading to imposition of import quotas and tariffs under Section 201 of the US Trade Act of 1974, as amended. In recent months, the convergence of the weakened US dollar, increased demand for steel and raw materials in China and other developing countries, and higher raw material and ocean freight costs, have led to substantial increases in steel selling prices, even though the Section 201 tariffs were lifted in December 2003. However, import levels could increase thereby lowering the prices for our products if the US dollar exchange rate improves or demand for foreign steel in China or certain other developing countries decreases as a result of weakening economies or improved domestic steel production in those countries. In addition, lower ocean freight costs and other factors may lead to increased imports resulting in excess domestic steel capacity and lower prices for our products, which could adversely affect our profitability.

Because we are significantly leveraged, we may not be able to implement our business plan, service our debt obligations or refinance our indebtedness.
We are significantly leveraged. Because we are significantly leveraged, it may be more difficult for us to successfully implement our business plan. In addition, we may not be able to meet our debt service obligations if we do not generate sufficient operating cash flow. As of December 31, 2004, our current assets totaled $362.3 million, including $156.7 million of inventory, and our current liabilities totaled $217.1 million. As of December 31, 2004, our total indebtedness was $333.6 million and total shareholders’ equity was $290.5 million. Based on our total indebtedness as of December 31, 2004, we expect that our total debt service obligations (including scheduled principal and interest payments) will be $54.5 million (assuming a blended interest rate of 4.8% per annum) in 2005 and that our debt service obligations will increase $1.1 million for the 12 months ending December 31, 2005 for each 1.0% increase in interest rates. We may not be able to generate sufficient operating cash flow to pay interest and principal on all of our outstanding debt as those payments become due.

Our ability to meet our ongoing debt service obligations will depend on our ability to implement our business plan, including the successful ramp-up and operation of our EAF, and a number of other factors, including factors beyond our control. We may not be able to generate sufficient operating cash flow to repay, when due, the principal amounts outstanding under our credit agreements at final maturity, which may be as early as 2008 in the case of our

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term loan agreement and will be 2006 in the case of our revolving credit facility, or the other indebtedness described herein. We expect that we will be required to refinance such amounts as they become due and payable; however, we may not be able to consummate such refinancing to repay our obligations or to secure a refinancing 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. However, we may not be able to sell assets or equity interests in an amount sufficient to repay our obligations or on terms satisfactory to us. Our leverage, together with the restrictions that have been placed on us under our credit agreements, may limit our ability to obtain additional financing and to take advantage of business opportunities that may arise. In addition, this leverage increases our vulnerability to adverse general economic and steel industry conditions.

We may not be able to comply with our financial covenants, which may result in a default under the credit agreements.
We are subject to certain financial covenants contained in our credit agreements, and we are required to maintain borrowing availability under our asset-based revolving credit facility of at least $25 million. As of December 31, 2004, our net excess availability was $131.3 million, after giving effect to required reserves, outstanding letters of credit and the $150 million maximum availability limitation under the credit facility.

For any quarterly period ending on or after March 31, 2005, our credit agreements require us to maintain specified leverage, interest coverage and fixed charge coverage ratios. Our ability to comply with these financial covenants will depend on our future performance, which may be subject to prevailing economic conditions and other factors beyond our control. Our failure to comply with these covenants would 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 would also result in the acceleration of substantially all of our other indebtedness because certain documents governing our other indebtedness contain cross-default or cross-acceleration provisions.

Restrictive covenants in our debt instruments limit our flexibility and our ability to implement our business plan.
Our credit agreements contain restrictive financial and operating covenants, including but not limited to provisions that limit our ability to make capital expenditures, incur additional indebtedness, create liens, make investments, sell assets and enter into transaction with affiliates. For example, with respect to the completion of the EAF, the rebuild of our No. 8 coke battery, the installation of an automatic roll changer system at our Mingo Junction facility, and improvements to the Allenport cold mill, we are permitted only to incur capital expenditures up to specified maximum amounts. In addition, we are subject to annual aggregate limitations ranging from $33.9 million to $44 million on capital expenditures relating to any other capital projects, including any potential rebuild of Nos. 1, 2 and 3 coke batteries.

Our debt instruments may not provide us with sufficient flexibility to permit us to make all necessary capital expenditures and take other measures that we believe are necessary to run our business effectively and to achieve our business plan. If we are unable to make necessary capital expenditures as a result of these covenants, our competitive position could be adversely affected.

We may be unsuccessful in the ramp-up and transition of our electric arc furnace, which would adversely affect our business prospects and competitive position in the industry.
Our business plan depends, in part, upon the successful ramp-up of our EAF and our transformation from a conventional integrated steel producer to a hybrid steel producer with characteristics of both an integrated producer and a mini-mill. Our inability to manage a successful transition of our EAF could make it difficult to implement our long-term business strategy.

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.

Any decrease in the availability, or increase in the cost, of raw materials and energy could materially increase our costs and lower our earnings.
Our operations depend heavily on various raw materials and energy resources, including iron ore, coal used in our coke production, scrap, electricity and certain gases. The availability of raw materials and energy resources could

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decrease and their prices may be volatile as a result of, among other things, changes in overall supply and demand levels and new laws or regulations. Any disruption in the supply of our raw materials or energy resources may impair, at least temporarily, our ability to manufacture some of our products, or require us to pay higher prices in order to obtain these raw materials from other sources. In the event our raw material and energy costs increase, we may not be able to pass these higher costs on to our customers in full or at all. Any increases in the prices for raw materials or energy resources may materially increase our costs and lower our earnings.

Additionally, certain of our supply contracts are for fixed prices. Although we currently benefit from some of these supply contracts because spot prices exceed contractually specified prices, if market prices for these raw materials decline, we may not be able to take advantage of decreasing market prices and our profit margins may be adversely affected.

We also rely on a limited number of suppliers for a substantial portion of our raw material needs, such as iron ore and metallurgical coal meeting our technical specifications. Any failure of these suppliers to meet our needs for any reason could have an adverse effect on our financial results and operating performance. During both 2003 and 2004, we experienced disruptions in the supply of coal from our two largest suppliers, which led to depleted coal inventory levels, and substantially increased costs to purchase metallurgical coal from alternative sources, which adversely affected our operating results. Additional disruptions will cause us to purchase additional coal on the spot market, which may increase our coal supply costs. Additionally, our suppliers may not be able to supply our raw materials requirements in acceptable quantities, or at acceptable prices.

We rely on a core group of significant customers for a substantial portion of our net sales, and a reduction in demand, or inability to pay, from this group could adversely affect our total revenue.
Although we have a large number of customers, sales to our two largest customers, our Wheeling-Nisshin and OCC joint ventures, accounted for approximately 26.1% of our net sales in 2004. Sales to our 10 largest customers, including to Wheeling-Nisshin and OCC, accounted for 43.9% of our net sales during the same period. We are likely to continue to depend upon a core group of customers for a material percentage of our net sales in the future. Our significant customers may not order steel products from us in the future or may reduce or delay the amount of steel products ordered. Any reduction or delay in orders could negatively impact our revenues. If one or more of our significant customers were to become insolvent or otherwise were unable to pay us for the services provided, our results of operations would be adversely affected.

The cyclical nature of the industries we serve may cause significant fluctuations in the demand for our products and lead to periods of decreased demand.
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. In addition, approximately 75% of our sales are made on the basis of purchase orders rather than long-term agreements, which we define as contracts exceeding three months. As a result, downturns in the US or global economies or in any of the industries we support could adversely affect the demand for and selling prices of steel, which could have an adverse affect on our results of operations and cash flows. We may not 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 not be able to implement our business plan because we may be unable to fund the substantial on-going capital and maintenance expenditures that our operations require.
Our operations are capital intensive. We require capital for, among other purposes, acquiring new equipment, maintaining the condition of our existing equipment and maintaining compliance with environmental laws and regulations. Our business plan provides that capital expenditures for the three-year period ending December 31, 2007 will aggregate approximately $267.3 million. This amount includes $1.9 million remaining for completion of the EAF; $77.3 million for a rebuild of the No. 8 coke battery, which is targeted for completion in late 2006; $14.5 million for installation of hot strip mill automatic roll changers at our Mingo Junction facility, expected to occur in 2005; and $9.8 million for cold mill improvements at our Allenport facility, expected to occur in 2005 and 2006, but does not include an aggregate $47 million that we believe would be needed in 2008 and 2009 if we decide to rebuild the Nos. 1, 2 and 3 coke batteries.

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We may not be able to fund our capital expenditures from operating cash flow and from the proceeds of borrowings available for capital expenditures under the credit agreements, although our business plan assumes we will. If we are unable to fund our capital requirements, we may be unable to implement our business plan.

A significant interruption or casualty loss at any of our facilities could increase our production costs and reduce our sales and earnings.
Our steel making facilities may experience interruptions or major accidents 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, which would substantially impair our business. Interruptions in production capabilities will inevitably increase production costs and reduce our sales and earnings. In addition to the revenue losses, longer term business disruption could result in a loss of customers. To the extent these events are not covered by insurance, our cash flows may be adversely impacted by events of this type.

In December 2004, our steel-making operations were adversely affected by an incident involving the collapse of ductwork at our BOF facility. Production from the BOF was curtailed for 12 days following the incident resulting in the loss of approximately 10,000 tons of shipments in the fourth quarter of 2004, and anticipated further losses of 85,000 tons of shipments in the first quarter of 2005.

Our quarterly net sales, operating results and profitability may vary from quarter to quarter, which may lead to volatility in the trading price of our stock.
Our quarterly net sales, operating results and profitability have varied in the past and are likely to vary significantly from quarter to quarter in the future. This may lead to volatility in our share price. Factors that are likely to cause these variations include but are not limited to: volatility in spot market prices for our steel products or raw materials and energy costs; global economic conditions; variations in the maintenance needs for our facilities and steel making operations; unanticipated changes in our labor relations; and seasonal aspects impacting demand for our steel products.

Our production costs may increase and we may not be able to sustain our sales and earnings if we fail to maintain satisfactory labor relations.
The majority of our hourly employees are covered by a collective bargaining agreement with the USWA that expires on September 1, 2008. Of our total employees, approximately 81.6% are unionized, including 79.3% of whom are members of the USWA. 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 costs could decrease our net cash flow, reduce our results of operations and impair our financial condition.
Our business and our ownership of real property are 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 environmental 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. We incur substantial capital expenditures and other costs to comply with these environmental laws and regulations, particularly the federal Clean Air Act, or CAA, and the federal Resource Conservation and Recovery Act, or RCRA, and future developments under these or other laws could result in substantially increased capital, operating and compliance costs. Additionally, future decisions to terminate operations at any of our facilities may result in facility closure and cleanup costs. In addition, if we are unable to comply with environmental regulations, we may incur fines or penalties or may be required to cease some operations.

For the year ended December 31, 2004, we incurred approximately $5.5 million in environmental capital expenditures. Additional operational costs of complying with environmental laws are included in costs of goods sold. In addition, environmental capital expenditures are expected to be approximately $30.3 million in the aggregate for the years 2005 through 2007. If any of these costs exceed our projections, our business, financial condition and results of operations could suffer materially.

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We are involved in a number of environmental remediation projects relating to our facilities and operations, and may in the future become involved in more remediation projects. While we reserve for costs relating to such projects when the costs are probable and estimable, those reserves may need to be adjusted as new information becomes available, whether from third parties, new environmental laws or otherwise. Accrued environmental liabilities totaled approximately $13.4 million as of December 31, 2004. In addition, we consider it reasonably possible that we could ultimately incur additional liabilities relative to our environmental exposures of up to $5.0 million.

Increases in our healthcare costs for active employees and future retirees may lower our earnings and negatively affect our competitive position in the industry.
We maintain defined benefit retiree healthcare plans covering all active 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.

We may be subject to regulatory scrutiny and may sustain a loss of public confidence if we are unable to satisfy regulatory requirements relating to internal controls over financial reporting.
Section 404 of the Sarbanes-Oxley Act of 2002 requires us to perform an evaluation of our internal controls over financial reporting and have our auditor attest to such evaluation on an annual basis. Compliance with these requirements has been expensive and time-consuming, and we expect that to continue. While we believe that we will be able to continue to meet the required deadlines, no assurance can be given that we will meet the required deadlines in future years. If we fail to timely complete this evaluation, or if our auditors cannot timely attest to our evaluation, we may be subject to regulatory scrutiny and a loss of public confidence in our internal controls.

Certain US federal income tax considerations may increase the amount of taxes we pay which could adversely affect our liquidity and reduce profitability.
We believe that as a result of the issuance of our stock to certain debtors pursuant to our plan of reorganization, effective as of August 1, 2003, we underwent an “ownership change” for purposes of section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). Generally, subject to certain exceptions, section 382 of the Code does not limit the net operating loss (“NOL”) carryovers of a company that has an ownership change as a result of a Chapter 11 bankruptcy reorganization; however, if a company undergoes a subsequent ownership change within two years following the bankruptcy reorganization, the company loses the ability to use any NOL carryovers for all losses generated before the second ownership change. If we undergo a second ownership change within two years after August 1, 2003, our ability to utilize our NOL carryovers, including losses incurred after August 1, 2003, will be completely eliminated. Our NOL carryovers totaled approximately $287 million as of December 31, 2003. The elimination of our ability to use our NOL carryovers may increase the amount of taxes we may pay in the future which could adversely affect our liquidity and our cash flow and reduce profitability.

The largest beneficial owner of our shares, the VEBA trust, may have the ability to exercise significant influence over our affairs, and the interests of the VEBA trust may differ from our interests or the interests of other stockholders.

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

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•	approving or rejecting a merger, consolidation or other business combination;
•	raising future capital; and
•	amending our certificate of incorporation, which governs the rights associated with 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. The independent trustee of the VEBA trust has a fiduciary obligation to maximize the assets of the trust and as a result, the interests of the VEBA trust may be different from our interests or the interests of other holders of our common stock, including investors who purchase common stock in this offering.

Provisions of our governing documents and Delaware law could discourage acquisition proposals or delay a change in control involving us, even if that change of control would be beneficial.

•	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 initially divided into three classes, serving staggered terms of one year, two years and three years, respectively, until the 2006 annual meeting of the stockholders, at which time all directors will be elected annually;
•	our bylaws provide that until the 2006 annual meeting of stockholders, any director or the entire board may be removed only for cause and only by the holders of at least a majority of the             shares of common stock;
•	limitations on who can call special meetings of stockholders;
•	stockholders may not take action by written consent; and provisions of Delaware law may discourage, delay or prevent a change of control of WPC or unsolicited acquisition proposals; and
•	we adopted a shareholder rights plan in February 2005, the terms of which may cause substantial dilution to a person or group that attempts to acquire 4.99% or greater of our common stock on terms not approved by our Board of Directors.

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 furnished 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 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 substantially all of our

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coke requirements, two operating blast furnaces, one EAF, one BOF with two vessels, 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; Palmetto, Florida; Fallon, Nevada; and Rankin, Pennsylvania.

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

All of our property and equipment are subject to liens granted pursuant to our plan of reorganization, as described in Item 7 of this annual report on Form 10-K – “Management’s Discussion and Analysis of Financial Condition and Results of Operation”.

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. See ‘‘Environmental Matters’’ below for a description of certain of our environmental matters and Item 7 of this annual report on Form 10-K – “Management’s Discussion and Analysis of Financial Condition and Results of Operation – Reorganization” for a discussion of our reorganization in bankruptcy effective August 1, 2003.

Environmental Matters
As part of our plan of reorganization effective August 1, 2003, the Company settled all pre-petition environmental liability claims made by environmental regulatory agencies arising out of pre-petition stipulated penalties related to consent decrees and other pre-petition regulatory enforcement actions. The Company also believes that it has settled and/or discharged environmental liability for any known Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA or Superfund) sites arising out of pre-petition activity.

The Company estimates that demands for stipulated penalties and fines for post-petition events and activities through December 31, 2004 could total approximately $2.4 million, which has been fully reserved by the Company. These claims arise from instances in which the Company exceeded post-petition consent decree terms, including: (a) $1.9 million related to a January 30, 1996 USEPA consent decree for the Company’s coke oven gas desulfurization facility; (b) $0.3 million related to a July 1991 USEPA consent decree for water discharges to the Ohio River; and (c) $0.2 million related to a September 20, 1999 Ohio EPA consent decree for the Company’s coke oven gas desulfurization facility.

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In September 2000, the Company entered into a consent order with the West Virginia Department of Environmental Protection wherein the Company agreed to remove contaminated sediments from the bed of the Ohio River. Approximately $1.4 million was spent on these activities in 2002, $0.6 million in 2003 and $4.6 million in 2004. During removal activities in 2003, the Company discovered a broader area of contaminated sediments. The Company estimates the cost of removal of the remaining contaminated sediments at $3.4 million, which has been fully reserved by the Company. The Company currently expects this work to be substantially complete by the end of 2006.

The Company is 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 its coke plant in Follansbee, West Virginia. USEPA approved the Company’s investigation work plan, and field activities were completed in 2004. The Company will submit the results of this investigation to the USEPA in 2005. It is expected that some remediation measures will be necessary and could commence within the next three to five years. Based on a preliminary estimate of the range of the possible cost to remediate, the Company has reserved approximately $5.2 million for such remediation measures.

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 environmental regulations applicable to these plants. Many of the issues were resolved and settled prior to emergence from Chapter 11 bankruptcy. Based on current estimates, the Company has reserved $1.4 million for resolution of outstanding issues.

Capital expenditures for environmental projects totaled $5.5 million for the year ended December 31, 2004. The Company estimates capital expenditures for environmental projects to be $12.0 million for 2005, $14.2 million for 2006 and $4.1 million for 2007. 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.

Accrued environmental liabilities totaled $13.4 million at December 31, 2004. These accruals were based on all information available to the Company. As new information becomes available, whether from third parties or otherwise, and as environmental regulations change, the liabilities are reviewed on a quarterly basis and the accruals are adjusted accordingly. Unless stated above, the time frame over which these liabilities will be paid is presently unknown. Further, the Company considers it reasonably possible that it could ultimately incur additional liabilities relative to the above exposures of up to $5.0 million.

Item 4. SUBMISSIONS OF MATTERS TO A VOTE TO SECURITY HOLDERS

No matters were submitted to a vote of WPC’s security holders during the fourth quarter of 2004.

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PART II

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER REPURCHASES OF EQUITY SECURITIES

Wheeling-Pittsburgh Corporation common stock is traded on the Nasdaq National Market under the symbol ‘‘WPSC.’’

The following table presents, for the periods indicated, the high and low closing sales prices of our common stock as reported by the Nasdaq National Market:

As of February 28, 2005, we had 14,434,715 shares of common stock outstanding and 3,304 stockholders of record.

Dividend policy
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, 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.

Adoption of Shareholder Rights Plan

On February 14, 2005, the Company adopted a shareholder rights plan primarily intended to help protect its tax net operating loss carryforwards. As part of the plan, the Company declared a dividend of one right for each share of common stock held of record as of March 2, 2005, payable on March 2, 2005. The rights may cause substantial dilution to a person or group that attempts to acquire 4.99% or greater of our common stock on terms not approved by our Board of Directors. Acquisitions of our common stock that would otherwise trigger the rights under the terms of the plan are permitted where the entire Board of Directors has determined, prior to consummation, that the transaction is fair to and in the best interests of our stockholders. In addition, the Board of Directors may redeem the rights, at its discretion, at a redemption price of $.01 per right at any time until the close of business on the earlier of (i) the 10th day following the first day of any public announcement that a person has become an acquiring person under the terms of the rights plan or any earlier date on which the Board of Directors becomes aware of the existence of an acquiring person, or (ii) on the 10^th business day after the date of commencement of a tender offer or exchange offer the consummation of which would result in any person or group becoming an acquiring person. The shareholder rights plan will expire on the earlier of the third anniversary date of the plan, or the date, if any, on which the Company first disclosed in any filing with the Securities and Exchange Commission that the Company’s net operating loss carry forwards no longer exceed $50 million. A copy of the Rights Agreement entered into by the

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Company in connection with the shareholder rights plan has been filed as an exhibit to a Registration Statement on Form 8-A filed with the Securities and Exchange Commission on February 18, 2005.

Item 6. SELECTED FINANCIAL DATA

The following selected historical consolidated financial data for each of the year ended December 31, 2004, the five-month period ended December 31, 2003, the seven month period ended July 31, 2003, and the year ended December 31, 2002 have been derived from our audited consolidated financial statements included in this report. Such financial statements have been audited by PricewaterhouseCoopers LLP, independent registered public accounting firm, whose reports are included in this report. The financial data for the years ended December 31, 2001 and 2000 have been derived from our audited financial statements that are not included in this report.

We adopted fresh-start accounting effective as of July 31, 2003, at the time our plan of reorganization became effective. As a result of this change in accounting, our historical financial statements will not be comparable to our future financial statements and therefore have been separated by a black line.

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Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following should be read in conjunction with the Consolidated Financial Statements and related notes that appear in Item 8 of this Annual Report on Form 10-K.

This discussion contains forward-looking statements that involve numerous risks and uncertainties. Our actual results could differ materially from those discussed in the forward-looking statements as a result of various factors, including those set forth In Item 1 – Business – “Risk Factors” and elsewhere in this report.

OVERVIEW
We produce flat rolled steel products for the construction industry, steel service centers, converters, processors, and the container 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, WCC manufactures our fabricated steel products for the construction, agricultural and highway industries. WPSC also has ownership interests in two joint ventures, Wheeling-Nisshin and OCC, which together consumed more than 30% of our steel tonnage shipped in 2004, representing 26.2% of our 2004 net sales. These joint ventures produce value-added steel products from materials and products supplied by us.

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 2000, 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 three-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, ultimately resulting in us filing for relief under Chapter 11 of the US Bankruptcy Code, as described below in further detail under the heading ‘‘Reorganization.’’

Over the past year, several factors, including an overall increase in the demand for steel, particularly in China and other countries, higher raw material input costs and a continuing weak US dollar have resulted in substantial increases in steel selling prices in the United States. The cost to produce steel has also increased, principally due to an increase in the cost of raw materials, in particular scrap, coal, coke and natural gas. The net result has had a favorable impact on our operating results and those of most other domestic producers.

On September 21, 2004, we completed a public stock offering of 3,719,898 shares of our common stock at an offering price of $29 per share. The net proceeds from the sale of $99.7 million were used to repay all amounts outstanding under our revolving credit agreement and to fund a restricted cash account for future capital expenditures.

In November 2004, we completed construction of our electric arc furnace (EAF) with the EAF producing its first heat on November 28, 2004. The EAF achieved over 40% of capacity with a cold metallic charge in the second month of operations. The EAF is expected to be operating at 75% of capacity by May 2005 and at full capacity by the fourth quarter of 2005. Steel production from the EAF, along with the idling of one of our two blast furnaces, will transform our operations from an integrated producer to a hybrid producer of steel with characteristics of both an integrated producer and a mini-mill. This transformation will provide flexibility in our steel making process by enabling us to use the EAF on its own or in conjunction with our remaining blast furnace and basic oxygen furnace (BOF). The EAF has a continuous scrap feed, or Consteel^®, and is differentiated from most mini-mills in that it has the ability to receive liquid iron as an alternative metallic input to more conventional steel scrap charged materials, enabling us to optimize our raw material input costs. Consteel^® is the process of continuously feeding and pre-heating the metallic scrap charge to the EAF. The EAF will also reduce our requirements for coke as a raw material input. In June 2004, we entered into a long-term scrap supply agreement designed to provide us with an adequate

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and reliable source of scrap for our EAF operations. The EAF has several additional advantages over integrated steel production including lower capital expenditures for construction of facilities, a more variable cost structure and limited ongoing capital requirements to sustain operations. We expect to be able to maintain existing quality levels across our full range of products while using the EAF in our steel making process. We believe that the EAF has an annual production capacity of up to 2.5 million tons of liquid steel, depending on the mix of hot metal and scrap inputs. The flexibility of using various operating configurations of the EAF and BOF to maximize steel production is expected to enable us to produce 2.8 million tons of steel slabs annually and manage our cost structure more efficiently.

On December 23, 2004, WPSC entered into a Letter of Intent with Severstal North America, Inc. Under the non-binding terms of the letter of intent, WPSC and Several North America, Inc. agreed to form a Delaware limited liability company for the production of coke and coke related products. As part of the proposed project, WPSC is expected to contribute its coke producing batteries, certain related facilities and assets located at its facility in Follansbee, West Virginia and $20 million to the limited liability company. Severstal North America, Inc. is expected to make cash contributions in the amount of $140 million to the limited liability company over three years, which would be used to substantially rebuild the coke batteries. After all contributions are received, the limited liability company would be owned 50% by WPSC and 50% by Severstal North America, Inc. Both parties would then be entitled to 50% of the coke produced by the facility.

On February 14, 2005, we adopted a shareholder rights plan primarily intended to help protect our tax net operating loss carryforwards. As part of the plan, we declared a dividend of one right for each share of common stock held of record as of March 2, 2005, payable on March 2, 2005. The rights may cause substantial dilution to a person or group that attempts to acquire 4.99% or greater of our common stock on terms not approved by our Board of Directors. Acquisitions of our common stock that would otherwise trigger the rights under the terms of the plan are permitted where the entire Board of Directors has determined, prior to consummation, that the transaction is fair to and in the best interests of our stockholders. In addition, the Board of Directors may redeem the rights, at its discretion, at a redemption price of $.01 per right at any time until the close of business on the earlier of (i) the 10th day following the first day of any public announcement that a person has become an acquiring person under the terms of the rights plan or any earlier date on which the Board of Directors becomes aware of the existence of an acquiring person, or (ii) on the 10th business day after the date of commencement of a tender offer or exchange offer the consummation of which would result in any person or group becoming an acquiring person. The shareholder rights plan will expire on the earlier of the third anniversary date of the plan, or the date, if any, on which the Company first discloses in any filing with the Securities and Exchange Commission that the Company’s net operating loss carryforwards no longer exceed $50 million.

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 US Bankruptcy Code in the US Bankruptcy Court for the Northern District of Ohio, referred to herein 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 note holders, 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.

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

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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 Series A secured notes issued by WPSC, collateralized by a second lien on our tangible and intangible assets (other than our accounts receivable and inventory), our equity interests in our joint ventures, mortgaged real property and pledged stock of our subsidiaries and a third lien on our accounts receivable and inventory, $20 million in new Series B secured notes issued by WPSC, 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 agreement, which is guaranteed in part by the Emergency Steel Loan Guarantee Board, the West Virginia Housing Development Fund, WPC and WP Steel Venture Corporation, a wholly-owned subsidiary of WPC, and is collateralized by a first lien on our tangible and intangible assets (other than accounts receivable and inventory), our equity interests in our joint ventures, mortgaged real property and pledged stock of our subsidiaries and a second lien on our accounts receivable and inventory. WPSC also entered into a new $225 million senior secured revolving credit facility, which is guaranteed by WPC and WP Steel Venture Corporation and is collateralized by a first lien on our accounts receivable and inventory and a third lien on our other tangible and intangible assets, our equity interests in our joint ventures, mortgaged real property and pledged stock of our subsidiaries.
	•	All of our obligations under our $195 million debtor-in-possession credit facility were satisfied in full and discharged.
	•	WPC and WPSC entered into agreements with WHX Corporation providing for, among other things, a $10 million capital contribution by WHX Corporation, the capitalization of approximately $40 million in debt owed by us to WHX Corporation, a $10 million unsecured loan from WHX Corporation and an agreement with WHX Corporation, the Pension Benefit Guaranty Corporation, or PBGC, and the USWA 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 new common stock constituting 40% thereof for the benefit of USWA retirees in satisfaction of certain claims under our prior labor agreement and an additional 1,000,000 shares of its 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. As of December 31, 2004, approximately 53,052 shares of common stock issued pursuant to the plan of reorganization were 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, in an amount which we expect will not exceed $100 thousand and for which there are sufficient reserves held by the distribution agent. If and to the extent those claims are allowed as pre-petition unsecured

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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.

CRITICAL ACCOUNTING POLICIES AND 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, effective as of July 31, 2003, we adopted ‘‘Fresh Start Reporting’’ for our reorganized company and recorded assets and liabilities at their fair values. 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 our 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 labor agreement will be covered by a medical and life insurance program similar to that of active employees. All retirees and their surviving spouses shall be required to make monthly contributions for medical and prescription drug coverage, which, in the case of those covered under the VEBA trust, are made directly to the trust. Because these benefits provided by us will be paid in the future over what could be many years, we estimate the accrued liability at each year-end balance sheet date using actuarial methods. 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 11.0% in 2005. This rate is assumed to decrease gradually to an ultimate rate of 5.0% in 2009 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 an increase in the accumulated postretirement benefit obligation of approximately $4.3 million. A 1% decrease in the health care cost trend rate would result in a decrease in the accumulated postretirement benefit obligation of approximately $2.1 million. A 1% increase in the health care cost trend rate would result in an increase in post-retirement benefit expenses of approximately $0.4 million annually. A 1% decrease in the health care cost trend rate would result in a decrease in post-retirement benefit expenses of approximately $0.2 million annually.

The discount rate applied to our OPEB obligations is based on high quality bond rates and the expected payout period of our OPEB obligations. The discount rate used to measure our OPEB obligation at December 31, 2004 was 5.75%. Management believes this rate to be appropriate based on the demographics of the employee group covered under the plan, which does not include hourly employees who retired prior to October 1, 2003. A 1% increase in the discount rate would result in a decrease in the accumulated postretirement benefit obligation of approximately $4.8 million. A 1% decrease in the discount rate would result in an increase in the accumulated postretirement benefit obligation of approximately $5.0 million. A 1% increase in the discount rate would result in a decrease in post-retirement benefit expenses of approximately $380 thousand. A 1% decrease in the discount rate would result in an increase in post-retirement benefit expenses of approximately $370 thousand.

Asset impairments

We periodically evaluate 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

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management, or if the probability of disposition of the assets differs from that previously estimated by management, asset impairments may be required. The fair values as of August 1, 2003 used for fresh start reporting and the subsequent depreciation rates reflected our intention to idle one of our blast furnaces.

Deferred taxes

Full realization of net deferred tax assets is dependent on our ability to generate future taxable income and maintain substantially our existing ownership. An ‘‘ownership change,’’ as defined in Section 382 of the Internal Revenue Code of 1986, could completely eliminate our net operating loss carryovers. We record 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

We provide for remediation costs, environmental penalties and legal contingencies when the liability is probable and the amount of the associated costs is reasonably determinable. We regularly monitor the progress of environmental remediation and legal contingencies, and revise the amounts recorded in the period in which changes in estimate occur.

RESULTS OF OPERATIONS

The consolidated financial statements from and after the effective date of our plan of reorganization 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’’).

Year ended December 31, 2004

Net sales for the year ended December 31, 2004 totaled $1,405.8 million on shipments of steel products totaling 2.1 million tons. Steel prices averaged $661 per ton in 2004, including $77 per ton for raw material surcharges. As a result of substantially higher raw material costs experienced by us and our competitors, surcharges were implemented throughout the industry in early 2004, in order to recoup the higher raw material costs. Average steel price per ton reflected a mix of products that included 30.7% hot rolled in 2004.

Cost of goods sold for the year totaled $1,206.7 million, or $568 per ton shipped. Cost of goods sold increased during 2004 as costs for scrap, coal, iron ore and alloys increased significantly. Due to disruptions in our coal supply during 2004 and related maintenance issues at our coke facility, it was necessary for us to supplement our internal production of coke with high-cost spot coke purchases, incur significant coke battery repair costs, and purchase additional natural gas. Other facilities also incurred relatively high repair costs to ensure reliable production capacity. Cost of goods sold was adversely affected by the collapse of BOF ductwork at our principal steelmaking facility in December 2004, which interrupted operations for 12 days. The company is pursuing insurance recoveries for property damage and the business interruption effects of the incident. Flooding on the Ohio River during September 2004 also caused us to lose production and incur additional costs. Cost of goods sold included charges related to our VEBA and profit sharing plans and a contractual 5.8% wage increase for USWA employees in May 2004. The raw steel production-operating rate for the year, which included unplanned outages, was 91.6% of capacity.

Cost of goods sold was reduced in 2004 by $2.8 million resulting from the settlement of a pre-petition insurance claim and by $5.0 million related to a non-recurring VEBA expense reduction item.

Depreciation expense for the year totaled $33.4 million on average fixed assets of $463.8 million. Fixed assets were recorded at fair value as part of the reorganization.

Selling, administrative and general expense for the twelve-month period totaled $67.3 million.

Interest expense for the twelve-month period totaled $19.8 million. Long-term debt averaged $338.5 million during the period. Borrowings under the revolving credit facility ranged from $79.2 million to $92.7 million through

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September 2004, at which time outstanding indebtedness under our revolving credit facility was repaid with proceeds from our public stock offering. Interest expense also includes amortization of capitalized financing costs.

Other income totaled $17.5 million for the year and primarily reflected equity earnings of our joint ventures. Net income for the year ended December 31, 2004 totaled $62.5 million, or $5.81 earnings per basic share and $5.68 earnings per diluted share.

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 0.9 million tons. Steel prices averaged $435 per ton. The average steel price per ton reflected a mix of products that included 30.2% hot rolled.

Cost of goods sold totaled $396.0 million for the five-month period. Cost of goods sold averaged $434 per ton shipped. Raw material costs and fuel costs were impacted by market prices that were higher than in recent years. The 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 average fixed assets of $379.5 million. Fixed assets were recorded at fair value as part of the plan of 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 from $36.9 million to $79.3 million. Interest expense also included amortization of capitalized finance costs.

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

The 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 – ‘‘Predecessor Company’’

Net sales for the seven-month pre-reorganization period ended July 31, 2003 totaled $570.4 million on shipments of steel products totaling 1.3 million tons. Steel prices averaged $437 per ton. The average steel price per ton reflected a mix of products that included 28.2% hot rolled.

Cost of goods sold for the seven-month period totaled $563.8 million. Cost of goods sold averaged $432 per ton shipped. The raw steel production-operating rate during the seven-month period was 93.7% of capacity.

Depreciation expense for the seven-month period totaled $39.9 million on average fixed assets, before revaluation, of $1,248.6 million.

Selling, administrative and general expense for the seven-month period totaled $29.9 million.

Reorganization and professional fee expense totaled $8.1 million for the seven-month period. Non-recurring gains totaled $400.1 million for the seven-month period as a result of our emergence from bankruptcy as of August 1, 2003. The $557.5 million gain on discharge of debt reflected pre-petition liabilities in excess of distributions made pursuant to our plan of reorganization. The $152.7 million fair value adjustment primarily reflected the revaluation of fixed assets. Other reorganization entries amounted to a loss of $4.7 million.

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

Other income totaled $3.2 million for the seven-month period and primarily reflected equity earnings of our joint ventures.

The net income for the seven-month pre-organization period ended July 31, 2003 totaled $323.4 million.

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Year ended December 31, 2002

Net sales for 2002 totaled $980.0 million on shipments of 2.2 million tons of steel products. Steel prices averaged $443 per ton. The average steel price per ton reflected a mix of products that included 26.4% hot rolled.

Cost of goods sold for the year totaled $894.4 million. Cost of goods sold averaged $404 per ton shipped. Cost of goods sold was reduced in 2002 as the result of significant wage and salary reductions for both hourly and salaried employees. The raw steel production-operating rate during 2002 was 98.3% of capacity.

Depreciation expense was $74.2 million in 2002 on average fixed assets, before revaluation, of $1,245.8 million.

Selling, administrative and general expense was $47.0 million in 2002.

Reorganization and professional fee expense was $11.8 million in 2002. Legal expense related to the reorganization was $4.9 million in 2002. Accounting and reorganization advisory expense related to the reorganization was $3.5 million in 2002 and other professional services expense was $3.4 million in 2002. Reorganization income for the year was $1.3 million.

Interest expense for the year was $16.0 million, which primarily reflected interest on the revolving credit facility.

Other income for the year was $4.6 million and primarily reflected equity earnings of our joint ventures.

The net loss for the year ended December 31, 2002 totaled $57.6 million.

LIQUIDITY AND CAPITAL RESOURCES

Since our emergence from Chapter 11 bankruptcy proceedings on August 1, 2003, our primary sources of liquidity have been borrowings under our $250 million senior secured term loan agreement, borrowings under our $225 million senior secured revolving credit facility, and a $10 million unsecured note. 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.

On September 21, 2004, pursuant to a public offering, we sold 3,719,898 shares of common stock at an offering price of $29 per share, generating gross sales proceeds of $107.9 million. These proceeds, net of issuance costs of $8.2 million, were used to repay the outstanding indebtedness under our revolving credit facility in the amount of $92.7 million and to fund a restricted cash account in the amount of $7.0 million to be used to fund future capital expenditures.

Our credit agreements required us to maintain borrowing availability of at least $50 million under our revolving credit facility through December 31, 2004. After December 31, 2004, we are required to maintain borrowing availability of at least $25 million under the facility. Under the terms of our amended term loan agreement, we are also limited to a maximum of $150 million in borrowings, including outstanding letters of credit, under our revolving credit facility. Our credit agreements also specify certain financial covenants, including a maximum leverage ratio, minimum interest coverage ratio and minimum fixed charge coverage ratio with which we must comply commencing with the quarter ending March 31, 2005. These financial covenants did not apply prior to that date as long as we maintained minimum availability under our revolving credit facility of at least $50 million through December 31, 2004. Our minimum availability amounted to $131.3 million as of December 31, 2004. Additionally, had these financial covenants been applicable, we would have been in compliance with these financial covenants as of December 31, 2004.

As of December 31, 2004, we had the following amounts available for our working capital and planned capital expenditures: cash and cash equivalents of $31.2 million; $12.5 million of restricted cash, including $5.5 million for construction of the electric arc furnace and $7.0 million for other capital expenditures; and $131.3 million of availability under our revolving credit facility, after giving effect to required reserves, outstanding letters of credit and the $150 million maximum availability limitation under the facility, as discussed more fully below.

For the year ended December 31, 2004, we generated cash flow from operating activities of $72.0 million. Considering our liquidity position as of December 31, 2004 noted above and provided that business conditions do not deteriorate significantly, we anticipate being able to maintain operations and meet our capital needs without the need for additional financing.

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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:

The deferred payment obligations with respect to the iron ore sales agreement with Itabira Rio Doce were satisfied in full in December 2004. Therefore, the fourth security interest in tangible and intangible assets and joint venture equity interest, and accounts receivable and inventory, which previously secured these obligations, was released.

In the event that we are unable to satisfy our payment and other obligations under our secured debt, the lenders under our secured debt obligations 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, and our business, financial condition and results of operations could materially suffer and our shareholders may lose all or part of their investment. A summary description of these obligations follows:

$250 million term loan agreement

In connection with our plan of reorganization, WPSC entered into a $250 million senior secured term loan agreement due August 1, 2014 with a bank group led by Royal Bank of Canada as administrative agent, which is guaranteed in part by the Emergency Steel Loan Guarantee Board, or the Steel Board, and the West Virginia Housing Development Fund as described below. However, if the agent for the term loan lenders is unable or unwilling, in its sole discretion, to re-offer certain tranches of the term loan as of November 1, 2008, the maturity date for each tranche of the term loan will be November 1, 2008. The agent is required to provide us notice on or before May 1, 2008 as to whether it will undertake to re-offer certain tranches of the term loan. If the agent does not re-offer such tranches, we must pay the agent an amount equal to all outstanding amounts under the term loan agreement on August 1, 2008. Interest on borrowings is calculated based on either LIBOR or the prime rate using varying spreads as defined for each of the three tranches in the agreement. The blended rate of interest was approximately 4.1% at December 31, 2004. The term loan is to be repaid in quarterly installments of $6.25 million, which began in the fourth quarter of 2004, with a final payment to the agent of $150 million due on August 1, 2008 if such loan is not re-offered.

Under the original terms of our term loan agreement, we were required to prepay an amount equal to 50% of the net cash proceeds (as defined in the term loan agreement) from any issuance or sale of our capital stock and to apply such net cash proceeds to remaining installments in inverse order of maturity. In June 2004, we entered into an amendment and waiver to our term loan agreement to eliminate these prepayment requirements with respect to any issuance or sale of our capital stock on or before January 31, 2005. Specifically, the amendment and waiver provides that the net cash proceeds from the sale of our common stock in any offering on or before January 31, 2005 will be applied first to repay any outstanding principal borrowing under our revolving credit facility without reducing the commitment amount (excluding any letters of credit then outstanding), second, to the extent of any excess, to fund up to $35 million in capital expenditures (other than the EAF and the No. 8 coke battery) and third, to the extent of any then-remaining excess, to repay principal amounts outstanding under our term loan agreement, with such repayments applied pro rata across all three term loan tranches and pro rata against each scheduled maturity within each tranche. All proceeds up to $35 million that are allocated for capital expenditures will be held in a segregated cash account. On September 21, 2004, we sold 3,719,898 shares of common stock at $29 per share,

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generating gross sales proceeds of $107.9 million. These proceeds, net of issuance costs, were used to repay the outstanding indebtedness under our revolving credit facility in the amount of $92.7 million and to fund a restricted cash account in the amount of $7.0 million to be used to fund future capital expenditures. Additionally, the terms of the amendment and waiver exclude from our restrictive covenants applicable to capital expenditures up to $85 million relating to future capital improvement needs for our No. 8 coke battery. The $85 million for the No. 8 coke battery and up to $35 million to be held in the segregated cash account for capital expenditures are also excluded from the computation of our consolidated fixed charge coverage ratio. The amendment and waiver also limits us from having borrowings, including outstanding letters of credit, in excess of $150 million under our revolving credit facility. The amendment and waiver also provides for a 75 basis point reduction in the interest rate spread for the loans in which the interest rate is based upon the prime rate and a 120 basis point reduction in the interest rate spread for the loans in which the interest rate is based upon the LIBOR rate with respect to tranche B of the term loan, under which $198.7 million in principal amount was outstanding as of December 31, 2004.

Pursuant to the provisions of our term loan agreement, we are subject to, and are currently in compliance with, various covenants, including compliance with the terms and conditions of the guarantee of the Steel Board and the related guarantee of the West Virginia Housing Development Fund, limitations on indebtedness, guaranty obligations, liens, sale of subsidiary stock, dividends, distributions and investments.

Our term loan agreement also specifies certain financial covenants, including a maximum leverage ratio, minimum interest coverage ratio and minimum fixed charge coverage ratio with which we must comply commencing with the quarter ending March 31, 2005. These financial covenants did not apply prior to that date as long as we maintained minimum availability under our revolving credit facility of at least $50 million through December 31, 2004. Our minimum availability amounted to $131.3 million as of December 31, 2004. Additionally, had these financial covenants been applicable, we would have been in compliance with these financial covenants as of December 31, 2004. Whether we will be able to meet such covenants in future periods will substantially depend on our performance and the market conditions in the steel industry at the time we are required to comply with such covenants.

Our term loan agreement also limits our ability to incur certain capital expenditures, including obligations under capital leases and capitalized repairs and replacements. Under our term loan agreement, we are permitted to incur capital expenditures with respect to certain specified projects up to specified maximum amounts, including the EAF, an automatic roll changer system at our Mingo Junction facility, and the Allenport cold mill improvements. In addition, the amendment and waiver permits us to incur capital expenditures with respect to the rebuild of the No. 8 coke battery in an amount not to exceed $85 million. We are further permitted to incur additional expenses for capital improvements for other projects in amounts not to exceed in the aggregate specified maximums for each calendar year, ranging from $33.9 million to $44 million.

$225 million revolving credit facility

In connection with our plan of reorganization, WPSC entered into a three-year $225 million senior secured revolving credit facility with a bank group arranged by Royal Bank of Canada and General Electric Capital Corporation. Interest on borrowings is calculated based on either LIBOR or the prime rate using spreads based on facility borrowing availability as defined in the agreement. The facility matures on August 1, 2006. At December 31, 2004, there were no borrowings under the revolving credit facility, and we had $131.3 million of availability, after giving effect to required reserves, outstanding letters of credit and the a $150 million maximum availability limitation under the facility. We are subject to, and are currently in compliance with, various covenants set forth in the revolving credit agreement, which are substantially similar to those contained in the term loan agreement, as amended, as described above. Under the terms of our amended term loan agreement, we are limited to a maximum of $150 million in borrowings, including outstanding letters of credit, under our revolving credit facility.

Similar to the term loan agreement, we negotiated an amendment to our revolving credit facility. Under the amendment, all proceeds up to $35 million that are allocated for capital expenditures will be held in a segregated cash account. The amendment also permits us to incur an additional $85 million in capital expenditures toward the rebuild of the No. 8 coke battery. Of the $85 million available for the No. 8 coke battery, only $18 million may be expended prior to January 1, 2006. The $85 million for the No. 8 coke battery and up to $35 million to be held in a segregated cash account for capital expenditures are also excluded from the computation of our consolidated fixed charge coverage ratio. On September 21, 2004, we sold 3,719,898 shares of common stock at an offering price of $29 per share, generating gross sales proceeds of $107.9 million. These proceeds, net of issuance costs, were used

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to repay the outstanding indebtedness under our revolving credit facility in the amount of $92.7 million and to fund a restricted cash account in the amount of $7.0 million to be used to fund future capital expenditures.

$40 million Series A notes

On August 1, 2003, pursuant to our plan of reorganization, WPSC issued Series A secured notes in the aggregate principal amount of $40 million in settlement of claims under our bankruptcy proceedings. The Series A notes were issued under an indenture among WPSC, WPC, WP Steel Venture Corporation and J. P. Morgan Trust Company, National Association, the successor trustee to Bank One, N.A. The Series A notes mature on August 1, 2011 and have no fixed amortization, meaning that except for mandatory prepayments, based on excess cash flow or proceeds from the sale of joint venture interests, no payment of principal shall be required until such notes become due. The Series A notes bear interest at a rate of 5% per annum until July 1, 2008. Thereafter, such notes bear interest at a rate of 8% per annum. In the event that at any time the distributions from Wheeling-Nisshin. and OCC to WPSC are not adequate to pay all the interest then due under the Series A notes or WPSC is not in compliance with the terms of the term loan agreement or revolving credit facility, WPSC must pay both cash interest and payment-in-kind interest at rates set forth in the Series A notes. OCC is restricted from declaring dividends under the terms of its credit agreement with Bank of America, N.A. However, OCC is permitted to make distributions of interest and principal in respect of its indebtedness to WPC, subject to certain limitations set forth in its credit agreement and its subordination agreement. We are subject to, and are currently in compliance with, various covenants set forth in the Series A note indenture, including payment of principal and interest on the Series A notes, and limitations on additional indebtedness, creation of liens, disposition of interests in Wheeling-Nisshin or OCC, and payments of dividends and distributions.

$20 million Series B notes

On August 1, 2003, pursuant to our plan of reorganization, WPSC issued Series B secured notes in the aggregate principal amount of $20 million in settlement of claims under our bankruptcy proceedings. The Series B notes were issued under an indenture among WPSC, WPC, WP Steel Venture Corporation and J. P. Morgan Trust Company, National Association, the successor trustee to Bank One, N.A. The Series B notes mature on August 1, 2010 and have no fixed amortization, meaning that no payment of principal shall be required until such notes become due. The Series B notes bear interest at a rate of 6% per annum to the extent interest is paid in cash. In the event that WPSC is not in compliance with the terms of the term loan agreement, the revolving credit facility or the Series A notes or WPSC’s excess cash flow (as defined in the Series B indenture) is insufficient to cover any or all interest payments then due under the Series B notes, WPSC must pay both cash interest and payment-in-kind interest at rates set forth in the Series B notes. We are subject to, and are currently in compliance with, various covenants under the Series B note indenture, which are substantially similar to many of those contained in the Series A note indenture.

$10 million unsecured note

On August 1, 2003, pursuant to our plan of reorganization, WPSC issued an unsecured note in the aggregate principal amount of $10 million to WHX Corporation. In July 2004, the WHX note was sold by WHX to a third party. The unsecured note bears interest at 6% per annum, matures in 2011 and has no fixed amortization, meaning that no payment of principal shall be required until such note becomes due. If cash interest is not paid, WPSC must pay payment-in-kind interest. Such note is subordinated in right of payment to our credit agreements, the Series A notes and the Series B notes

OFF-BALANCE SHEET ARRANGEMENTS

As of December 31, 2004, we had 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, Wheeling-Nisshin and OCC and Feralloy-Wheeling Specialty Processing Co., that are each accounted for under the equity method of accounting. Pursuant to agreements with Wheeling-Nisshin. and OCC, 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.

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CERTAIN OTHER OBLIGATIONS

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

	•	Modification and assumption agreement between WPSC and Danieli Corporation. This agreement modifies an agreement between WPSC and Danieli Corporation, dated July 6, 2000, pursuant to which WPSC agreed to purchase from Danieli Corporation certain roll-changing equipment. Under the original agreement, WPSC owed approximately $7.36 million to Danieli Corporation. Pursuant to the modified agreement, WPSC paid Danieli Corporation approximately $2.36 million. Approximately $3.8 million of the balance of the amount owed to Danieli Corporation was converted into a portion of the secured term loans under our term loan agreement that is not guaranteed by the Steel Board. The balance of the amount owed to Danieli Corporation was converted into a promissory note. In addition, WPSC agreed to pay Danieli Corporation approximately $2.58 million (of which approximately $679,000 has been paid as of December 31, 2004, and the balance of which is to be paid in progress payments as work on the automatic roll changers project is completed, which is expected in 2005) to complete the roll-changing project and for rehabilitation, storage and other costs of Danieli Corporation.
	•	Loan modification agreement between WPSC and the Ohio Department of Development. Under this agreement, we made a $2.0 million partial prepayment of the $6.985 million owed by WPSC to the Ohio Department of Development pursuant to a loan, dated as of January 18, 2002, from the Ohio Department of Development and we were granted a two-year deferral from the effective date of the plan of reorganization of $4.985 million of such loan at an interest rate of 3% per annum.
	•	Loan agreement between WPSC and the State of West Virginia. In connection with WPSC’s repayment of a $5 million loan from the West Virginia Development Office, WPSC has entered into a $6.5 million loan agreement with the State of West Virginia. The loan has a five-year term due August 1, 2008, and bears interest at a rate of approximately 5.6% per annum.
	•	Agreement among WPSC, Itabira Rio Doce Company, Ltd. and Rio Doce Limited. This agreement provides for repayment, in equal monthly installments over a period not to exceed eighteen months from May 1, 2003, of WPSC’s $5.1 million deferred payment obligation under a certain iron ore sales agreement dated October 1, 2001. The obligation was repaid, in full, during 2004 and no amounts remain outstanding pursuant to this agreement.

In addition, we have ongoing funding obligations under our labor agreement with the USWA. Effective May 31, 2004, USWA wage rates increased by approximately 5.8%. In addition, a 12% temporary wage reduction that had been in effect since May 2003 was eliminated. We also increased wages for our salaried employees by 5% effective June 1, 2004. During 2005, under our labor agreement with the USWA, an 8% wage increase will take effect in May 2005, with an additional 3% wage increase taking effect in September 2005. All of the obligations referenced in this section, except for the increase in wage rates, are included in the table of contractual commitments set forth below.

CONTRACTUAL COMMITMENTS

As of December 31, 2004, the total of our future contractual obligations, including the repayment of debt obligations, is summarized below.

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Planned capital expenditures

Our planned capital expenditures for the three-year period 2005 through 2007 total approximately $267.3 million, and include, but are not limited to, the following capital expenditure projects:

•	$1.9 million remaining to be spent on the EAF;
•	$77.3 toward completion of a rebuild of the No. 8 coke battery, which is expected to extend the service life by 12 to 15 years, and is expected to begin in 2005 and be completed in mid 2006 (although, see “Business — Recent Developments” regarding the proposed joint venture);
•	$14.5 million for installation of hot strip mill automatic roll changers at our Mingo Junction facility, expected to occur in 2005; and
•	$9.8 million for cold mill improvements at our Allenport facility, expected to occur in 2005 and 2006.

In addition to the planned capital expenditure amounts identified above, we are also contemplating, at our option, a complete rebuild of the Nos. 1, 2 and 3 coke batteries in 2008 and 2009, at an estimated aggregate cost of approximately $47.0 million. Our decision to rebuild these coke batteries will depend, in part, on whether we believe potential revenues from the sale of resulting excess coke production attributable to the continued operation of these three batteries justifies these expenditures. (See potential joint venture described in “Business — Recent Developments”).

Under our credit agreements, we are permitted to undertake the construction of the EAF, No. 8 coke battery rebuild, hot strip mill automatic roll changer installation and cold mill improvements, subject to pre-established spending limits provided in our restrictive covenants. These covenants also limit the amounts that we can spend on any other capital expenditure projects undertaken in 2005, and 2006 to $44.0 million, and $37.1 million, respectively, subject to adjustment for permitted carryover of a portion of any unexpended amounts in these and prior years.

During the year ended December 31, 2004, we spent approximately $132.4 million on capital expenditures, including $95.9 million on our EAF, $81.6 million of which was funded through our restricted cash account.

VEBA TRUST AND PROFIT SHARING PLANS

Below are summaries of our contribution obligations under the VEBA trust and our two profit sharing plans, one for our USWA-represented employees and the other for our salaried employees, excluding our officers. Our future obligations, if any, under the VEBA trust and these plans are subject to and based on the level of our profitability (as described below) for each completed quarter. In addition, we have discretion, to the extent provided by the terms of the agreement establishing the VEBA trust and the terms of the profit sharing plans, to satisfy some or all of our funding obligations with shares of our common stock or cash.

During 2004, we incurred aggregate obligations under the VEBA trust and the profit sharing plans of $39.3 million. Of this amount $13.0 million was settled with pre-funded amounts. Of the remaining $26.3 million, $21.3 million was settled in common stock, $3.3 million was settled in cash and $1.7 million is expected to be settled in common stock in the first quarter of 2005.

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 life insurance benefits to certain retirees and their dependents. The collective bargaining agreement also required us to create and make contributions to a trust to fund the payment of these retiree benefits. The trust, referred to herein as the VEBA trust, is designed to constitute a tax-exempt voluntary employee beneficiary association under Section 501(c)(9) of the Internal Revenue Code. Pursuant to our plan of reorganization, we issued 4,000,000 shares of WPC common stock to the VEBA trust (the “Initial Shares”). Due to certain restrictions on the VEBA trust’s ability to sell stock held by the trust to fund benefit payments (which are described in more detail below), the agreement with the USWA provided for monthly cash contributions by us of $1.5 million, beginning in October 2003 and continuing through February 2004, and $0.3 million from April 2004 through September 2004 for a total of $9.3 million (collectively, the “Initial Funding Obligation”). In addition, the agreement provides for ongoing contributions based on our profitability, payable within 45 days of the end of each fiscal quarter, under the following formula (collectively, the “Variable Contributions”):

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	(i)	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;
	(ii)	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;
	(iii)	25% of operating cash flow, above $65 of operating cash flow per ton of steel products sold to third parties, payable in cash; and
	(iv)	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.

During 2004, variable contributions of $22.9 million were incurred. Of this amount, $13.0 million was satisfied with pre-funded amounts. Of the remaining $9.9 million, $4.9 million was settled by contributing an aggregate 169,622 shares of common stock, $3.3 million was settled in cash and $1.7 million is expected to be settled in common stock in the first quarter of 2005.

“Operating cash flow,” for purposes of determining Variable Contributions, is defined as our earnings before interest and taxes, adjusted for certain amounts as set forth in the agreement with the USWA (primarily unusual, extraordinary or non-recurring items).

Previously, we contributed $3.0 million, in cash, to the VEBA trust toward satisfaction of the Initial Funding Obligation. In March 2004, we agreed with the USWA to satisfy the Initial Funding Obligation, as follows:

•	the trustee was authorized to sell up to 400,000 of the Initial Shares, at its discretion;
•	the proceeds of the sale of 400,000 of the Initial Shares, not to exceed $6.3 million, and the $3.0 million cash contribution previously made will be credited, over a limited period of time, against future Variable Contributions due under (i), (ii) and (iii) of the Variable Contribution formula described above, if any, in accordance with the terms of the agreement with the USWA;
•	the proceeds of the sale of 400,000 shares of the Initial Shares in excess of $6.3 million, if any, will be creditable, at our discretion against future Variable Contributions, if any are required under (i), (ii) and (iii) of the Variable Contribution formula described above; and
•	no later than February 14, 2008, we are required to contribute 400,000 additional shares of our common stock to the trust, minus any shares of our common stock contributed prior to that date under (ii) of the Variable Contribution formula described above.

To the extent that contributions become due under (ii) of the Variable Contribution formula described above and we decide to make such contributions in stock, we have discretion to apply up to 1.6 million of the Initial Shares as a credit, share for share, against future stock contribution amounts to the trust. Shares of WPC common stock contributed to the trust in satisfaction of, or in the case of Initial Shares applied as a credit against, our obligations, are valued based on the closing price of WPC common stock for the 10 trading days immediately preceding the date of contribution.

Pursuant to a Stock Transfer Restriction and Voting Agreement, the trustee of the VEBA trust has agreed to limit the number of shares of WPC 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 the Initial Shares 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 Shares within any consecutive 12-month period. These restrictions will not apply to any additional shares that we may contribute to the VEBA trust in satisfaction of our Variable Contribution obligation, if any. As described above, we authorized the disposition of 400,000 shares of our common stock held by the VEBA trust in satisfaction of certain funding obligations with respect to the trust (all of which had been

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disposed by the VEBA trust as of September 30, 2004). In connection with the stock transfer restrictions, the VEBA trust has also agreed that it will abstain from voting 1.3 million 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.

Profit sharing plans

Pursuant to the collective bargaining agreement with the USWA, and in addition to our obligations to make contributions to the VEBA trust based on our profitability as described under VEBA Trust above, we have an obligation to make quarterly profit sharing payments to or for the benefit of our active USWA employees in an amount equal to 15% of our profits for the quarter, if any, in excess of $30 profit per ton of steel shipped to third parties. For this purpose, profits are defined as earnings before interest and taxes, calculated on a consolidated basis, excluding effects of certain amounts as set forth in the collective bargaining agreement. The profit sharing pool will be divided among all employees on the basis of hours attributed to each employee within each quarter. We have the discretion to make future payments, if any, in cash or in WPC common stock. Under the terms of the plan, we must satisfy any profit sharing obligation with respect to the first, second and third fiscal quarters within 45 days after the end of the quarter, while any obligation with respect to the fourth fiscal quarter must be satisfied within 15 days after the date of the opinion of our independent registered public accounting firm with respect to our annual audited financial statements. All payments in stock will be contributed to the participant’s 401(k) account, while payments in cash, if any, will be made directly to plan participants. To the extent that contributions of stock under this plan in any fiscal year, together with stock contributions to the VEBA trust under (iv) of the Variable Contribution formula described under “VEBA trust” above, exceed 10% of our common stock, on a fully diluted basis, we may satisfy our contribution obligation in the form of profit sharing notes. All profit sharing payments that become due are considered 100% vested when made.

During 2004, we incurred a profit sharing obligation under this plan of $12.8 million. This amount was settled by contributing an aggregate 427,118 shares of common stock.

In addition, we have adopted a profit sharing plan for salaried employees under which we have an obligation to make quarterly profit sharing payments to or for the benefit of our salaried employees in an amount equal to 4.19% of our profits for the quarter, if any, in excess of $30 profit per ton of steel shipped to third parties. For this purpose, profits are defined as earnings before interest and taxes, calculated on a consolidated basis, excluding effects of certain amounts as set forth in the plan. The profit sharing pool will be divided among all salaried employees, excluding officers.

During 2004, a profit sharing obligation of $3.6 million was incurred under this plan. This amount was settled by contributing an aggregate of 120,585 shares of common stock. Under the terms of the plan, we must satisfy any profit sharing obligations with respect to the first, second and third fiscal quarters within 45 days after the end of the quarter, while any obligation with respect to the fourth quarter must be satisfied within 15 days after the date of the opinion of our independent registered public accounting firm with respect to our annual audited financial statements. All payments in stock will be contributed to the company stock fund (as defined in our salaried 401(k) savings plan) under our salaried 401(k) savings plan, which restricts participants from making dispositions of our common stock out of the fund for a period of 24 months following any contribution other than distributions following termination of employment, or the death or disability of the participant. All profit sharing payments that become due are considered 100% vested when made.

RECENT ACCOUNTING STANDARDS

Under the provisions of SOP 90-7, the Company was required to adopt, as of July 31, 2003, all accounting guidance that was going to be effective within a twelve-month period.

The Financial Accounting Standards Board (FASB) issued FASB Interpretation (FIN) No. 46R, “Consolidation of Variable Interest Entities”, in December 2003. Additionally, the FASB issued several FASB Staff Positions during 2004, addressing, clarifying and amplifying FIN46. FIN 46R is effective for all variable interest entities, other than special-purpose entities, for periods ending after March 15, 2004. This interpretation and the related staff positions had no effect on the financial statements of the Company.

The Company adopted FASB No. 132-R (revised 2003), “Employers’ Disclosures about Pensions and Other Postretirement Benefits an amendment of FASB Statements No. 87, 88, and 106” (FASB 132-R). FASB 132-R

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revises employers’ disclosures about pension plans and other postretirement benefit plans. These disclosures are provided in Note 15.

The FASB issued FASB Staff Position (FSP) No. 106-2, “Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003”, in May 2004. Based on a preliminary assessment of final guidance on determining actuarial equivalence, the Company has assumed that its prescription drug benefits will not be actuarially equivalent to the prescription drug benefits under Medicare Part D.

The FASB issued FSP No. 109-1, “Application of FASB Statement No. 109, “Accounting for Income Taxes", to the Tax Deduction on Qualified Production Activities Provided by the American Jobs Creation Act of 2004” in December 2004. FSP No. 109-1 requires the tax deduction provided by this tax act to be accounted for as a special deduction under FASB No. 109. The Company adopted this staff position and incorporated the related effects in computing tax expense and related tax assets and liabilities for 2004.

The FASB issued FASB No. 123®, “Share-Based Payment”, in December 2004. FASB No 123® requires employers to value share-based payments using the fair value method, eliminating the option to use the intrinsic method to value such payments. FASB No. 123® is effective for the third quarter of 2005. Due to the immaterial number of share-based payments made by the Company, the Company does not expect this statement to have a material impact on its financial statements.

The FASB issued FASB No. 151, “Inventory Costs, an amendment of ARB No. 43, Chapter 4”, in December 2004. FASB No. 151 requires that abnormal amounts of idle facility expense, freight, handling costs and wasted materials be recognized as current-period costs and not as inventoriable costs. FASB No. 151 is effective for fiscal years beginning after June 15, 2005. The Company does not expect this statement to have a material impact on its financial statements.

Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our 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 the term loan agreement and revolving credit facility. At December 31, 2004, we had approximately 70% of the aggregate principal amount of debt under fixed-rate instruments with the balance under variable-rate instruments. Since our portfolio of debt is comprised primarily of fixed-rate instruments, the fair value of the debt is relatively sensitive to the effects of interest rate fluctuations. However, our interest expense is insensitive to changes in the general level of interest rates. A 100 basis point

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increase in the average rate for the variable-rate debt would increase our annual interest expense by approximately $1.0 million.

Credit risk

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

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.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY 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 registered public accounting firm prepared two reports, one for the financial statements of the Reorganized Company and the other for the financial statements of the Predecessor Company.

Management’s Report on Internal Control Over Financial Reporting.

Management of Wheeling-Pittsburgh Corporation (the Company) is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on our financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2004. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework. Based on our assessment and those criteria, management has concluded that the Company maintained effective internal control over financial reporting as of December 31, 2004.

The Company’s independent registered public accounting firm has audited and issued their report on management’s assessment of the Company’s internal control over financial reporting, and the report is set forth in the Report of Independent Registered Public Accounting Firm which is included below.

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Report of Independent Registered Public Accounting Firm

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

We have completed an integrated audit of Wheeling-Pittsburgh Corporation’s 2004 consolidated financial statements and of its internal control over financial reporting as of December 31, 2004 and an audit of its consolidated financial statements for the period from August 1, 2003 to December 31, 2003 in accordance with the standards of the Public Company Accounting Oversight Board (United States). Our opinions, based on our audits, are presented below.

Consolidated financial statements

In our opinion, the accompanying consolidated balance sheets 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 (Reorganized Company) at December 31, 2004 and 2003, and the results of their operations and their cash flows for the year ended December 31, 2004 and 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 Reorganized 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit of financial statements 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 2 to the consolidated financial statements, the United States Bankruptcy Court for the Northern District of Ohio confirmed the Reorganized 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 Reorganized 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 Reorganized Company emerged from bankruptcy. In connection with its emergence from bankruptcy, the Reorganized Company adopted fresh start accounting as of August 1, 2003.

Internal control over financial reporting

Also, in our opinion, management’s assessment, included in the accompanying Management’s Report on Internal Control Over Financial Reporting that the Reorganized Company maintained effective internal control over financial reporting as of December 31, 2004 based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) is fairly stated, in all material respects, based on those criteria. Furthermore, in our opinion, the Reorganized Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2004, based on criteria established in Internal Control – Integrated Framework issued by the COSO. The Reorganized Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express opinions on management’s assessment and on the effectiveness of the Reorganized Company’s internal control over financial reporting based on our audit. We conducted our audit of internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. An audit of internal control over financial reporting includes obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we consider necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.

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A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP
Pittsburgh, Pennsylvania
March 9, 2005

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Report of Independent Registered Public Accounting Firm

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

In our opinion, the accompanying consolidated statements of operations, cash flows, and changes in stockholders’ equity present fairly, in all material respects, the results of operations and cash flows of Wheeling-Pittsburgh Corporation and its subsidiaries (Predecessor Company) and their cash flows for the period from January 1, 2003 to July 31, 2003, and for the year 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards 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 2 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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The accompanying notes are an integral part of the financial statements.

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The accompanying notes are an integral part of the financial statement.

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The accompanying notes are an integral part of the financial statements.

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