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  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

11/07/07  Wheeling Pittsburgh Corp/DE       10-Q        9/30/07    5:90                                     RR Donnelley/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    565K 
 2: EX-31.1     Section 302 Certification of the Ceo                HTML     11K 
 3: EX-31.2     Section 302 Certification of the Cfo                HTML     11K 
 4: EX-32.1     Section 906 Certification of the Ceo                HTML      7K 
 5: EX-32.2     Section 302 Certification of the Cfo                HTML      7K 

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

For the quarterly period ended September 30, 2007

OR

For the transition period from                     to                     

Commission File Number 000-50300

WHEELING-PITTSBURGH CORPORATION

(Exact name of registrant as specified in its charter)

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

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  ¨

Indicate by check mark if the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  ¨                Accelerated filer  þ                Non-accelerated filer  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes   ¨    No  þ

Applicable only to issuers 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  ¨

The registrant had 15,371,178 shares of its common stock, par value $0.01 per share, issued and outstanding as of October 31, 2007.

Table of Contents

 TABLE OF CONTENTS

Table of Contents

PART I - FINANCIAL INFORMATION

 WHEELING-PITTSBURGH CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Operations (Unaudited)

(Dollars in thousands, except per share amounts)

Note:

The condensed consolidated statements of operations for the quarter and nine months ended September 30, 2007, the condensed consolidated balance sheet at September 30, 2007 and the condensed consolidated statement of cash flows for the nine months ended September 30, 2007 do not include Mountain State Carbon, LLC (see Note 1).

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

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 WHEELING-PITTSBURGH CORPORATION AND SUBSIDIARIES

Condensed Consolidated Balance Sheets (Unaudited)

(Dollars in thousands)

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

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 WHEELING-PITTSBURGH CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows (Unaudited)

(Dollars in thousands)

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

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 WHEELING-PITTSBURGH CORPORATION AND SUBSIDIARIES

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)

(Dollars in thousands)

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

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 Notes to Condensed Consolidated Financial Statements (Unaudited)

(Dollars in thousands, except per share amounts)

The condensed consolidated financial statements of Wheeling-Pittsburgh Corporation and subsidiaries (WPC or the Company) are unaudited. In the opinion of management, these financial statements reflect all recurring adjustments necessary to present fairly the consolidated financial position of the Company and the results of its operations and the changes in its cash flows for the periods presented.

The condensed consolidated financial statements of the Company have been prepared assuming that the Company will continue as a going concern. During the nine months ended September 30, 2007, the Company incurred an unexpected substantial net loss, used a substantial amount of cash for operating and investing activities and had a working capital deficiency at September 30, 2007. Further, based on management’s current projected results of operations, it is more likely than not that the Company will not be able to comply with the fixed charge coverage ratio covenant under its term loan agreement, as amended, which will become effective again as of April 1, 2008. Management anticipates that the Company may require additional liquidity in the foreseeable future. Additionally, the Company’s independent registered public accounting firm included an explanatory paragraph in its report on the consolidated financial statements included in the Company’s Form 10-K/A for the year ended December 31, 2006 that indicated that there is substantial doubt about the Company’s ability to continue as a going concern.

This situation could be mitigated if operating results improve as a result of higher sales volume and/or pricing, including the sale of processed purchased slabs at competitive costs, or through operating cost or productivity improvements or if additional financing is obtained. Additional financing might include, but not be limited to, (i.) the proposed combination of the Company with Esmark Incorporated (Esmark), (ii.) amending the Company’s revolving credit facility to allow for access to additional availability, (iii.) refinancing of the Company’s term loan agreement to eliminate or modify the existing financial covenant, (iv.) an equity or rights offering under the Company’s existing $125 million shelf registration statement, (v.) raising additional capital through a private placement offering, or (vi.) the sale of assets. Management cannot, at this time, give any assurance that the proposed combination with Esmark will be approved, that operating results will improve or that the Company will be able to obtain additional financing.

The Company owns a 50% voting and non-voting interest in Mountain State Carbon, LLC (MSC), a joint venture. From inception of the joint venture through December 31, 2006, the Company was identified as the primary beneficiary of the joint venture, and as such, included the accounts of MSC in its consolidated financial statements. As a result of certain joint venture agreement provisions which became operative on January 1, 2007, the Company’s variable interest in the joint venture will no longer absorb a majority of the joint venture’s expected losses or receive a majority of the joint venture’s expected residual returns. As a result, the accounts of MSC were no longer included in the consolidated financial statements of the Company effective January 1, 2007.

These financial statements, including notes thereto, have been prepared in accordance with applicable rules of the Securities and Exchange Commission and do not include all of the information and disclosures required by generally accepted accounting principles in the United States of America for complete financial statements. The results reported in these financial statements may not be indicative of the results that may be expected for the entire year. This Form 10-Q should be read in conjunction with the Company’s Form 10-K and Form 10-K/A for the year ended December 31, 2006.

The Financial Accounting Standards Board (FASB) issued FASB Staff Position (FSP) No. FIN 48-1, “Definition of Settlement in FASB Interpretation No. 48”, in May 2007. FSP No. 48-1 amended FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes”, to provide guidance on how an enterprise should determine whether a tax position is effectively settled for the purpose of recognizing previously unrecognized tax benefits. This staff position had no material impact on the Company’s financial statements.

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The FASB issued Statement of Financial Accounting Standards (FASB) No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities”, in February 2007. FASB No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value. FASB No. 159 is effective for the fiscal years beginning after November 15, 2007. The Company is currently assessing the impact of this statement on its financial statements.

The FASB issued FASB No. 157, “Fair Value Measurement”, in September 2006. FASB No. 157 defines fair value, established a framework for measuring fair value in accordance with existing generally accepted accounting principles and expands disclosures about fair value measurements. FASB No. 157 is effective for fiscal years beginning after November 15, 2007. The Company is currently assessing the impact of this statement on its financial statements.

The Company is engaged in one line of business and operates one business segment, the production, processing, fabrication and sale of steel and steel products. The Company has 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.

The Company owns 35.7% of the outstanding common stock of Wheeling-Nisshin, Inc. (Wheeling-Nisshin), which is accounted for using the equity method of accounting. The Company had sales to Wheeling-Nisshin of $43,950 and $81,211 during the quarters ended September 30, 2007 and 2006, respectively, and $125,849 and $220,262 during the nine months ended September 30, 2007 and 2006, respectively. Management believes that sales to Wheeling-Nisshin are made at prevailing market prices. During the nine months ended September 30, 2006, the Company purchased steel slabs from Wheeling-Nisshin, at prevailing market prices, in the amount of $28,585. The Company reported dividends from Wheeling-Nisshin of $7,500 and $10,715 during the nine months ended September 30, 2007 and 2006, respectively. At September 30, 2007 and December 31, 2006, the Company had accounts receivable due from Wheeling-Nisshin of $3,794 and $1,853, respectively, and had accounts payable to Wheeling-Nisshin of $456 and $147, respectively.

The Company owns 50.0% of the outstanding common stock of Ohio Coatings Corporation (OCC), which is accounted for using the equity method of accounting. The Company had sales to OCC of $22,105 and $20,905 during the quarters ended September 30, 2007 and 2006, respectively, and $49,712 and $64,481 during the nine months ended September 30, 2007 and 2006, respectively. Management believes that sales to OCC are made at prevailing market prices. At September 30, 2007 and December 31, 2006, the Company had accounts receivable due from OCC of $9,068 and $3,461, respectively, and had accounts payable to OCC of $99 at September 30, 2007. At September 30, 2007 and December 31, 2006, the Company had a loan receivable due from OCC of $5,375 and $5,625, respectively, which bears interest at a variable rate, which currently approximates 7.7%. The Company recorded interest income on the loan receivable of $136 and $83 during the quarters ended September 30, 2007 and 2006, respectively, and $309 and $309 during the nine months ended September 30, 2007 and 2006, respectively. The Company received principal payments on the loan receivable of $250 and $1,875 during the nine months ended September 30, 2007 and 2006, respectively.

The Company owns a 50% voting and non-voting capital interest in Mountain State Carbon, LLC (MSC), a joint venture, which is accounted for using the equity method of accounting. Through December 31, 2006, the accounts of MSC were included in the consolidated financial statements of the Company (see Note 16). The Company acquired coke from MSC at cost, as defined by a coke supply agreement, plus 5% through June 2007. Effective July 1, 2007, the Company acquires coke from MSC at cost, as defined by a coke supply agreement, without considering depreciation expense as a cost and without a 5% markup. During the quarter and nine months ended September 30, 2007, the Company acquired coke and coke-related products from MSC in the amount of $31,168 and $90,791, respectively. The Company provides services to MSC under a management agreement and an operating agreement. During the quarter and nine months ended September 30, 2007, the Company billed MSC $9,736 and $29,647, respectively, for such services. At September 30, 2007, the Company had accounts payable to MSC of $9,220 and had accounts receivable due from MSC of $186. As of January 1, 2007, the Company had a note receivable of $4,523 due from MSC, which bore interest at the prime

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rate, plus 1.25%. The Company recorded interest income on the note receivable of $66 and $206 during the quarter and nine months ended September 30, 2007. The Company received principal payments on the note receivable of $4,523 during the nine months ended September 30, 2007. During the nine months ended September 30, 2007, the Company received dividends from MSC of $2,000 and made capital contributions to MSC of $24,223.

The Company owns 49% of the outstanding common stock of Feralloy-Wheeling Specialty Processing, Co. (Feralloy), which is accounted for using the equity method of accounting. During the nine months ended

September 30, 2006, the Company received dividends form Feralloy of $147.

The Company owns 50% of the outstanding common stock of Jensen Bridge & Roofing Company, LLC (Jensen Bridge), a joint venture, and 50% of the outstanding common stock of Avalon Metal Roofing and Building Components, LLC (Avalon), a joint venture. These joint ventures are accounted for using the equity method of accounting. The Company had sales to these joint ventures during the quarters ended September 30, 2007 and 2006 of $1,996 and $2,389, respectively, and $3,456 and $3,008 during the nine months ended September 30, 2007 and 2006, respectively. Management believes that sales to these joint ventures are made at prevailing market prices. At September 30, 2007 and December 31, 2006, the Company had accounts receivable due from these joint ventures of $1,810 and $1,369, respectively. During the nine months ended September 30, 2007 and 2006, the Company made capital contributions to these joint ventures of $1,062 (including $1,000 in the form of inventory) and $462, respectively.

During the quarter and nine months ended September 30, 2007, the Company had sales to its proposed business combination partner, Esmark and its affiliates of $3,565 and $14,430, respectively. Management believes that sales to Esmark are made at prevailing market prices. The Company had accounts receivable due from Esmark of $1,004 at September 30, 2007 and had accounts payable to Esmark of $3,196 at September 30, 2007 related to the purchase of steel slabs. During the quarter and nine months ended September 30, 2007, the Company incurred costs under a raw material guarantee agreement with Esmark of $770, which was included in accrued other current liabilities at September 30, 2007.

During the quarter ended September 30, 2007, the Company and Esmark each acquired an initial 50% interest in E² Acquisition Corporation. The Company’s interest was acquired in exchange for incremental costs incurred of $602 in connection with the formation of E² Acquisition Corporation. E² Acquisition Corporation conducted no operations through September 30, 2007. E² Acquisition Corporation, with substantial additional third party investment, anticipates acquiring the assets of the Sparrows Point steel-making facility during the fourth quarter of 2007. Upon the closing of the Sparrows Point acquisition, it is anticipated that the Company and Esmark will individually and collectively have a small minority interest in E² Acquisition Corporation.

During the quarter ended September 30, 2007, the Company received $9,500 in final settlement of a business interruption insurance claim relating to an insurable event that occurred in December 2004. This amount was accrued and recorded as a reduction of cost of goods sold during the quarter ended June 30, 2007. In addition, $6,116 was received in partial settlement of this claim during the quarter ended March 31, 2007 which was recorded as a reduction of cost of goods sold in the fourth quarter of 2006. During the nine months ended September 30, 2006, the Company received $12,659 in partial settlement of the same insurance claim. Of this amount, $7,299 was recorded as a reduction of cost of goods sold during the quarter ended March 31, 2006 and $5,360 was recorded as a reduction of cost of goods sold in the fourth quarter of 2005. Business interruption insurance recoveries are recorded in the period in which a sworn statement of proof of loss is received from the insurance carriers or the insurance carrier otherwise acknowledges an obligation to pay and collectibility is assured.

The Company adopted FASB No. 123 (revised 2004), “Share-Based Payment”, in the first quarter of 2005 and elected to apply the statement using the modified retrospective method.

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Non-vested restricted stock:

The Company maintains a non-vested restricted stock plan pursuant to which it granted 500,000 shares of its common stock to selected key employees on July 31, 2003. All shares granted under this plan, net of forfeitures, fully vested in August 2006. In March 2005, the Company granted 10,500 shares of common stock to certain employees under its management stock incentive plan, all of which fully vested in August 2006. No non-vested restricted stock was outstanding at September 30, 2007 and December 31, 2006 and there was no activity relative to non-vested restricted stock during the nine months ended September 30, 2007.

Compensation expense under these plans is measured as being equal to the grant date fair value of the non-vested restricted stock issued, amortized over the vesting or requisite service period for each grant. No compensation expense related to these plans was recognized during the quarter and nine months ended September 30, 2007. Compensation expense related to these plans amounted to $228 and $1,609 during the quarter and six months ended September 30, 2006, respectively.

Stock options:

The Company maintains a management stock incentive plan pursuant to which it granted stock options to non-employee directors of the Company for 6,424 and 5,747 shares of its common stock during the quarters ended September 30, 2007 and 2006, respectively, at an exercise price of $17.13 and $19.14 per share, respectively. The Company granted stock options for 15,655 and 15,947 shares of its of common stock during the nine months ended September 30, 2007 and 2006, respectively, at a weighted average exercise price of $21.09 and $20.40, respectively. The options were granted at a price equal to the average stock price for a five-day period ending on the date of grant, vest upon receipt, are exercisable at the option of the holder and lapse ten years from the date of grant. If a non-employee director of the Company terminates association with the Company, outstanding stock options expire within 90 days from the date of such termination if not otherwise exercised. During the nine months ended September 30, 2007, proceeds of $418 were received from the exercise of 21,402 stock options. No stock options were exercised during the nine months ended September 30, 2006. During the nine months ended September 30, 2007, stock options for 15,564 shares of Company common stock expired.

The grant date fair value of stock options granted under the plan is estimated using the Black-Scholes pricing model. The grant date fair value of stock options granted during the quarters ended September 30, 2007 and 2006 was $7.15 and $11.50 per share, respectively, and the weighted average grant date fair value of stock options granted during the nine months ended September 30, 2007 and 2006 was $12.39 and $14.97, respectively, determined using the following assumptions:

The Company previously used a ten-year expected life assumption relative to stock options, which was equal to the term of the stock options issued. During the quarter ended September 30, 2006, the Company changed this expected life assumption to five years, which is a simple average of the vesting period and the term of the stock options issued. The effect of this change on previously reported amounts was not material.

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A summary of activity under this plan as of September 30, 2007 and changes during the nine months then ended is as follows:

Compensation expense under this plan is equal to the fair value of the stock options granted on the grant date. The Company recorded compensation expense relative to stock options of $46 and $66 during the quarters ended September 30, 2007 and 2006, respectively, and $194 and $239 during the nine months ended September 30, 2007 and 2006, respectively.

Stock unit awards:

The Company grants stock unit service awards and stock unit performance awards under its management stock incentive plan. Stock unit service awards vest to each individual based solely on service, subject to forfeiture. Stock unit performance awards vest to each individual based on a combination of service and market performance. In general, market performance is determined based on a comparison of the annualized total shareholder return of the Company’s stock, as defined by the plan, as compared to the percentage increase in the Dow Jones US Steel Index. Each stock unit award is equivalent to one share of common stock of the Company. The Company, at its sole discretion, has the option of settling stock unit awards in cash or by issuing common stock or a combination of both. Stock unit awards granted under the plan are not subject to retirement eligible provisions.

The grant date fair value of stock unit service awards is measured as being equal to the fair value of the Company’s common stock on the date of grant. No stock unit service awards were granted during the quarters ended September 30, 2007 and 2006. The Company granted 212,635 and 145,998 stock unit service awards during the nine months ended September 30, 2007 and 2006, respectively, at a weighted average grant date fair value of $19.52 and $18.86 per stock unit service award, respectively.

The grant date fair value of stock unit performance awards is estimated using a lattice-based valuation model. No stock unit performance awards were granted during the quarters ended September 30, 2007 and 2006. The Company granted 103,339 stock unit performance awards during the nine months ended September 30, 2006 at a weighted average grant date fair value of $21.67 per stock unit performance award, determined using the following assumptions:

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A summary of activity under this plan as of September 30, 2007 and changes during the nine months then ended is as follows:

Stock unit awards outstanding at September 30, 2007 vest, subject to forfeiture and certain change of control transactions, as follows:

Compensation expense for stock unit awards is equal to the grant date fair value of the stock unit awards, amortized over the requisite service period for the entire award, using the straight-line method. Compensation expense relative to stock unit awards amounted to $829 and $323 for the quarters ended September 30, 2007 and 2006, respectively, and $2,246 and $611 for the nine months ended September 30, 2007 and 2006, respectively. At September 30, 2007, deferred compensation expense relative to stock unit awards amounted to $5,895. This amount will be amortized to expense over the requisite service period for each award.

The Company authorized and issued 500,000 shares of restricted stock under its non-vested restricted stock plan of which 6,666 shares were forfeited and remain available for issuance under the plan. The Company authorized 1,000,000 shares of common stock for issuance under its management stock incentive plan. At

September 30, 2007, 10,500 restricted shares of common stock have been issued under the management stock incentive plan, 85,243 options to acquire shares of common stock have been issued under the plan, net of expirations, and 456,050 stock unit awards have been issued under the plan, net of forfeitures.

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Net periodic cost for pension and other postretirement benefits was as follows:

The Company made payments of $1,209 and $1,093 for other postretirement benefits during the quarters ended September 30, 2007 and 2006, respectively, and $3,542 and $3,498 during the nine months ended September 30, 2007 and 2006, respectively. Due to projected changes in the minimum funding standard, the Company currently expects to make contributions to its defined benefit pension plan of $1,800 during 2007. The Company expects to make payments of $4,683 for other postretirement benefits during 2007.

The Company incurred no VEBA or profit sharing expense during the quarter and nine months ended September 30, 2007. The Company incurred VEBA and profit sharing expense of $7,440 during the quarter ended September 30, 2006, of which $5,788 was settled by issuing common stock with the remaining portion being settled in cash. The Company incurred VEBA and profit sharing expense of $13,767 during the nine months ended September 30, 2006, of which $10,236 was settled by issuing common stock with the remaining portion being settled in cash.

During the first quarter of 2007, the Company initiated a voluntary and involuntary termination plan to bring about an overall reduction in and reorganization of the salaried workforce. As a result, the Company incurred $4,363 for termination benefits under these plans during the nine months ended September 30, 2007, of which $2,131 has been paid through September 30, 2007.

Equity income from affiliates included an equity loss from MSC of $1,433 for the quarter ended September 30, 2007 and included equity income from MSC of $3,446 for the nine months ended September 30, 2007. MSC was accounted for as a consolidated subsidiary of the Company prior to January 1, 2007 (see Note 1).

The provision for income taxes for the quarter and nine months ended September 30, 2007 resulted from a return-to-accrual adjustment related to the year ended December 31, 2006. Under the provisions of Statement of Position 90-7, the utilization of pre-confirmation net operating loss carryforwards resulted in a deferred tax provision of $196 and a corresponding credit to other intangible assets. Otherwise, no income tax benefit was

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provided during the quarter and nine months ended September 30, 2007 as it was more likely than not that the losses incurred would not result in a reduction of future income taxes payable.

The Company adopted FASB Interpretation No. (FIN) 48 on January 1, 2007. Based on an analysis prepared by the Company, it was determined that the application of FIN 48 had no material effect on the recorded tax assets or liabilities of the Company. As a result, no cumulative effect adjustment was recorded as of January 1, 2007.

For the quarters and nine months ended September 30, 2007 and 2006, a reconciliation of the numerator and denominator for the calculation of basic and diluted (loss) earnings per share is as follows:

For the quarters ended September 30, 2007 and 2006, stock options for 34,876 and 29,588 shares of common stock, respectively, at a weighted average exercise price of $18.65 and $25.28 per share, respectively, were excluded from the computation of diluted earnings per share as their effect was anti-dilutive. For the nine months ended September 30, 2007 and 2006, stock options for 71,842 and 29,588 shares of common stock, respectively, at a weighted average exercise price of $20.69 and $25.28 per share, respectively, were excluded from the computation of diluted earnings per share as their effect was anti-dilutive. For the quarter and nine months ended September 30, 2007, 413,378 and 494,696 stock unit awards, respectively, were excluded from the computation of diluted earnings per share as their effect was anti-dilutive. For the quarter and nine months ended September 30, 2007, 3,650,000 shares of common stock into which debt is convertible were excluded from the computation of diluted earnings per share as their effect was anti-dilutive.

Inventories are valued at the lower of cost or market value. Cost is determined by the last-in first-out (LIFO) method for substantially all inventories. Approximately 99% of inventories are valued using the LIFO method. Inventory consisted of the following:

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During the quarters and nine months ended September 30, 2007 and 2006, certain inventory quantities were reduced, resulting in liquidations of LIFO inventories carried at costs prevailing in prior periods. The effect was to decrease operating income by $781 and $404 for the quarters ended September 30, 2007 and 2006, respectively, and to increase operating income by $1,672 and $1,499 for the nine months ended September 30, 2007 and 2006, respectively.

On March 16, 2007, the Company issued convertible notes in the amount of $50,000 to certain institutional investors and certain stockholders of the Company. The notes are convertible into common stock of the Company upon consummation of a proposed business combination between the Company and Esmark at a price of $20.00 per share. If the proposed combination with Esmark is not consummated, the notes are convertible, at the option of the holders, into common stock of the Company at any time after December 31, 2007 at an adjusted, fair value conversion price that will not be more than $20.00 per share or less than $15.00 per share. The convertible notes are otherwise payable on November 15, 2008, subject to limitations in the Company’s term loan agreement and revolving credit facility, and accrue interest at an annual rate of 6%, payable quarterly in arrears. If the notes are not converted into common stock of the Company prior to January 1, 2008, interest is retroactively adjusted from the issuance date to 9% per annum. In June 2007, the Company adjusted the conversion price on $5,000 of these convertible notes to a fixed amount of $24.51, retroactively to March 16, 2007.

On the date of issuance of these convertible notes, the fair market value of the Company’s common stock was $24.03 per share. As a result, the beneficial conversion feature applicable to $45,000 of these convertible notes was computed to be $9,067. This amount was recorded as a discount against the face amount of the convertible notes and as a credit to additional paid-in capital. The debt discount will be amortized to interest expense over the term of these convertible notes which amounted to $1,283 and $2,726 for the quarter and nine months ended September 30, 2007, respectively.

On May 8, 2007, the Company issued $23,000 of senior unsecured exchangeable promissory notes in a private placement to certain unrelated institutional investors. Pursuant to the terms of the notes, the notes are exchangeable into the common stock of “New Esmark” upon consummation of a combination of the Company and Esmark at a price of $20.00 per share, or, if not consummated, the notes are payable in cash on November 15, 2008. Interest is payable in cash at an annual rate of 6%, payable quarterly in arrears. In the event that the combination is not consummated by January 1, 2008 or extended under the terms of the notes, the annual rate of interest will increase to 14% computed retroactively to the issuance date. If and when the combination of the Company and Esmark occurs, the beneficial conversion feature of these notes will be computed as being equal to the difference between the per share value of New Esmark common stock on the date of the combination and the conversion price of $20.00 per share. This amount will be recorded as interest expense at that time.

During the nine months ended September 30, 2007, the Company incurred an unexpected substantial net loss, used a substantial amount of cash for operating and investing activities and had a working capital deficiency at September 30, 2007. Further, based on management’s current projected results of operations, it is more likely than not that the Company will not be able to comply with the fixed charge coverage ratio covenant under its

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term loan agreement, as amended, which will become effective again as of April 1, 2008. Management anticipates that the Company may require additional liquidity in the foreseeable future. Additionally, the Company’s independent registered public accounting firm included an explanatory paragraph in its report on the consolidated financial statements included in the Company’s Form 10-K/A for the year ended December 31, 2006 that indicated that there is substantial doubt about the Company’s ability to continue as a going concern.

Due to the probability that the Company may not be able to comply with the financial covenant under its term loan facility in the future, amounts outstanding under the Company’s term loan facility, amounting to $149,900, have been reclassified from a long-term obligation and reflected as a short-term obligation in the condensed consolidated balance sheet as of September 30, 2007. Additionally, all other long-term debt subject to cross-default or cross-acceleration provisions, amounting to $73,188, has been reclassified as a short-term obligation as of September 30, 2007, as well as all outstanding convertible debt, net of discount, amounting to $66,659.

The Company’s management does not believe, after consultation with legal counsel, that a material adverse effect has occurred under its loan agreements due to (i.) recent losses, (ii.) the going concern modification included as an explanatory paragraph in its independent registered public accounting firm’s opinion, and/or (iii.) its probable non-compliance with the fixed charge coverage ratio under the term loan agreement, as amended, which will become effective again as of April 1, 2008. However, there can be no assurance that the lenders under the Company’s loan agreements will not determine that one or more of these developments, alone or in combination with future developments, constitute a material adverse effect under its loan agreements. Such a determination would restrict the Company’s ability to borrow under its revolving credit facility and adversely affect its liquidity and financial position. Additionally, the Company’s management believes, after consultation with legal counsel, that no event of default has occurred due to the going concern modification included as an explanatory paragraph in the Company’s independent registered public accounting firm’s opinion.

As a result of the deconsolidation of MSC (see Note 1), the accounts of MSC were no longer included in the consolidated financial statements of the Company effective January 1, 2007. The Company’s investment in MSC is accounted for using the equity method of accounting.

The consolidated net assets of MSC as of January 1, 2007 were as follows:

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Litigation

Effective March 31, 2007, the Company’s scrap processing and supply agreements with Herman Strauss, Inc. (Strauss) were terminated as a result of a commercial dispute regarding Strauss’ performance under those agreements. Strauss subsequently invoked the arbitration provisions of those agreements, claiming damages of approximately $18,000 associated with the dispute and termination of the agreements. The Company has asserted counter-claims against Strauss which significantly exceed the magnitude of the claims asserted by Strauss, based upon allegations that Strauss committed numerous material breaches of the agreements resulting in significant damages to the Company. The Company is also involved in unrelated litigation with a second scrap supplier, Metal Management, Inc. (MMI), arising out of MMI’s supply of scrap to the Company. Quality issues associated with several grades of scrap supplied to the Company by MMI resulted in the Company rejecting a substantial quantity of shipments of those scrap grades and advising MMI that it would accept no further shipments. MMI immediately commenced action in state court in New York alleging a right for payment of more than $31,000 (subsequently amended to $28,222) for all past and future deliveries of scrap under purchase orders issued by the Company. The Company continued to accept delivery of scrap conforming to specification and has, since the filing of that action, issued payments in excess of $11,722 to MMI. As to MMI’s assertion that it is entitled to payment for delivered and undelivered scrap products which the Company asserts is not in compliance with specification, the Company is vigorously defending MMI’s claim and will, in its responsive pleadings, assert counterclaims against MMI. In light of the nature of these disputes and the significant counterclaims asserted by the Company, current information would suggest that it is neither probable nor reasonably possible that a liability has been incurred as of September 30, 2007. As a result, no amount has been accrued as of September 30, 2007 relative to these suits.

On July 2, 2007, a jury awarded the Company and MSC $119,850 in compensatory damages and $100,000 in punitive damages in a lawsuit the Company filed in Brooke County, West Virginia Circuit Court against Massey Energy Company (Massey) and its subsidiary, Central West Virginia Energy Company (CWVEC), seeking substantial monetary damages for breach of a metallurgical coal supply contract between the Company and CWVEC. Post-trial motions were heard by the trial judge on July 30, 2007 and, by order dated August 2, 2007, the trial judge affirmed the jury’s award with respect to punitive damages and awarded pre-judgment interest totaling approximately $24,054 and subsequently, on September 4, 2007, the trial judge denied Massey’s and CWVEC’s motion for a new trial and all other post-trial motions. The court also granted judgment on a counterclaim by Massey, the value of which with pre-judgment interest totaled approximately $4,500. Taking into account both the pre-judgment interest and the award in favor of Massey on its counterclaim, the amount of the judgment entered in the trial court totals approximately $239,404. Massey has stated publicly that it intends to appeal this verdict. No amounts have been accrued as of September 30, 2007 relative to this matter.

Environmental Matters

Prior to confirmation of the Company’s plan of reorganization effective August 1, 2003, the Company settled all pre-petition environmental claims made by state (Ohio, West Virginia, Pennsylvania) and Federal (U.S. Environmental Protection Agency (USEPA)) environmental regulatory agencies. Consequently, the Company believes that it has settled and/or discharged environmental liability for any known Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA or Superfund) sites, pre-petition stipulated penalties related to active consent decrees, or other pre-petition regulatory enforcement actions.

During the second quarter of 2006, the Company received notification from the USEPA advising that the USEPA and the Ohio Environmental Protection Agency (Ohio EPA) will conduct an inquiry aimed at resolving various environmental matters, all of which are identified, discussed and reserved for as noted below. These inquiries commenced during the third quarter of 2006.

The Company estimates that demands for stipulated penalties and fines for post-petition events and activities through September 30, 2007 could total up to $3,098, 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) $2,244 related to a January 30, 1996 USEPA consent decree for the Company’s coke oven gas desulphurization facility contributed to MSC; (b) $618 related to a July 1991 USEPA consent decree for water discharges into

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the Ohio River; (c) $101 related to a September 20, 1999 Ohio EPA consent decree for the Company’s coke oven gas desulphurization facility contributed to MSC; and (d) $135 related to a 1992 USEPA consent order for other water discharges issues. The Company may have defenses to certain of these exceedances.

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. The Company estimates the cost of removal of the remaining contaminated sediments to be $1,397 at September 30, 2007, which has been fully reserved by the Company. The Company currently expects this work to be substantially complete by the end of 2007.

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. The USEPA approved the Company’s investigation work plan and field activities were completed in 2004. The Company submitted the results of this investigation to the USEPA in the third quarter of 2005. It is expected that some remediation measures will be necessary and could commence within the next three to five years. Based on an initial estimate of the range of the possible cost to remediate, the Company has reserved $4,611 for such remediation measures.

The Company also accrued $400 related to a 1989 consent order issued by the USEPA for surface impoundment issues at a coke plant facility contributed to MSC.

In July 2005, an environmental liability was identified regarding the potential for migration of subsurface oil from historical operations into waters in the Commonwealth of Pennsylvania. A remediation plan was developed in 2005 and a revised remediation plan was submitted to the Commonwealth of Pennsylvania during the third quarter of 2006. An estimated expenditure of $962 is expected to be made during 2007 to address this environmental liability, which has been fully reserved by the Company.

Total accrued environmental liabilities amounted to $10,468 and $10,511 at September 30, 2007 and December 31, 2006, respectively. 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 and adjusted accordingly. Unless stated above, the time-frame over which these liabilities will be satisfied 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 $5,000.

Commitments

In June 2005, the Company entered into a contract to purchase up to 20,000 tons of metallurgical coal on behalf of MSC each month for the period from August 2006 through May 2007 at a price of $94.50 per ton. MSC reimburses the Company for the cost of coal delivered under the contract. Payments for delivery of coal under this contract totaled $1,672 during the quarter ended September 30, 2006 and $12,720 and $4,785 during the nine months ended September 30, 2007 and 2006, respectively.

The Company entered into a 15-year take-or-pay contract in 1999, which was amended in 2003 and requires the Company to purchase oxygen, nitrogen and argon each month with a minimum monthly charge of approximately $600, subject to escalation clauses. Payments for deliveries under this contract totaled $2,613 and $3,660 during the quarters ended September 30, 2007 and 2006, respectively, and $7,807 and $9,470 during the nine months ended September 30, 2007 and 2006, respectively.

The Company entered into a 20-year contract in 1999, which was amended in 2003 and requires the Company to purchase steam and electricity each month or pay a minimum monthly charge of approximately $500, subject to increases for inflation, and a variable charge calculated at a minimum of $3.75 times the number of tons of iron produced each month, with an agreed-to minimum of 3,250 tons per day, regardless of whether any tons are produced. Payments for delivery of steam and electricity under this contract totaled $3,398 and $3,526 during the quarters ended September 30, 2007 and 2006, respectively, and $10,537 and $9,695 during the nine

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months ended September 30, 2007 and 2006, respectively. At September 30, 2007, a maximum termination payment of approximately $27,750 would have been required to terminate the contract.

Under terms of MSC’s joint venture agreement, the Company and SNA Carbon have agreed to refurbish a coke plant facility owned by MSC. The Company is committed to make additional capital contributions of $777 to MSC in years subsequent to 2007.

Other

The Company is the subject of, or party to, a number of other pending or threatened legal actions involving a variety of matters. However, based on information currently available, management believes that the disposition of these matters will not have a material adverse effect on the business, results of operations or the financial position of the Company.

On October 31, 2007, the Company amended its revolving credit agreement to provide for, among other things, access to up to an additional $10.0 million of borrowing availability, provided that there is sufficient excess collateral to support such borrowings. The amendment reinstates access to an additional $10.0 million of excess collateral, which by previous agreement was reduced by that amount effective October 1, 2007. Such additional access is available through December 14, 2007 or five business days after completion of the combination with Esmark, whichever occurs first. The amendment also provides authorization for the Company to complete the Esmark transaction, provided that such transaction occurs on or before November 30, 2007 and requires that substantially all net proceeds from the purchase and put rights features of the combination be used to repay the Company’s revolving credit facility. Upon completion of the combination, the commitment termination date of the agreement would be reset to December 31, 2007.

Wheeling-Pittsburgh Steel Corporation (WPSC), a wholly-owned subsidiary of the Company, is the issuer of the outstanding $40,000 Series A notes and $20,000 Series B notes. The Series A and Series B notes were not registered under the Securities Act of 1933 or the Securities Act of 1934. The Series A notes and Series B notes are each fully and unconditionally guaranteed, jointly and severally, by the Company and its present and future subsidiaries. WPSC and each subsidiary guarantor of the Series A and Series B notes are 100%-owned by the Company. Because the subsidiary guarantors are not material, individually and in the aggregate, the consolidating financial information for the Company and the subsidiary guarantors has been combined below in the column entitled “WPC and Subsidiary Guarantors.”

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