FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
/ / QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1998
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______________ to _________________
FOR QUARTER ENDED MARCH 31, 1998 COMMISSION FILE NUMBER
WHEELING-PITTSBURGH CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 55-0309927
(State of Incorporation) (I.R.S. Employer
Identification No.)
1134 MARKET STREET
WHEELING, WV 26003
(Address of principal executive offices) (Zip code)
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 / / No /X/
The number of shares of Common Stock issued and outstanding was 100 shares as of
May 14, 1998.
<PAGE>
WHEELING-PITTSBURGH CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
QUARTER ENDED MARCH 31,
1998 1997
(In thousands except per share)
NET SALES $259,121 $ 79,014
- ---------
OPERATING COSTS
Cost of goods sold 229,939 113,153
Depreciation 19,531 10,577
Selling, administrative and general expense 14,315 12,389
-------- --------
263,785 136,119
-------- --------
OPERATING LOSS (4,664) (57,105)
Interest expense on debt 9,400 5,999
Other income (expense) 276 1,208
-------- -------
LOSS BEFORE TAXES (13,788) (61,896)
Tax benefit (4,837) (21,645)
-------- --------
NET LOSS $ (8,951) $(40,251)
========= ========
See notes to consolidated financial statements.
<PAGE>
WHEELING-PITTSBURGH CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
MARCH 31, DECEMBER 31,
1998 1997
(Dollars and shares in thousands)
ASSETS
Current Assets:
Cash and cash equivalents $ -- $ --
Trade receivables - net 57,084 44,569
Inventories:
Finished and semi-finished products 172,229 149,550
Raw materials 79,370 103,735
Other materials and supplies 20,448 19,811
Excess of LIFO over current cost (17,239) (17,239)
---------- ---------
254,808 255,857
Other current assets 17,982 24,938
---------- --------
Total current assets 329,874 325,364
Investments in other companies 64,701 68,742
Property, plant and equipment at cost, less
accumulated depreciation and amortization 681,332 694,108
Deferred income taxes 204,666 196,966
Intangible asset-pensions 76,714 76,714
Due from affiliates 17,614 27,955
Deferred charges and other assets 34,899 34,719
---------- ----------
$1,409,800 $1,424,568
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Trade payables $ 131,171 $ 116,559
Short-term borrowings 56,072 89,800
Deferred income taxes - current 43,099 32,196
Other current liabilities 71,873 77,441
Long-term debt due in one year 212 199
--------- -----------
Total current liabilities 302,427 316,195
Long-term debt 349,864 349,904
Pension liability 172,767 166,652
Other employee benefit liabilities 429,026 427,125
Other liabilities 49,955 49,980
---------- -----------
1,304,039 1,309,856
---------- -----------
Stockholders' Equity:
Common Stock - $.01 par value - 100
shares issued and outstanding -- --
Additional paid-in capital 272,065 272,065
Accumulated earnings (deficit) (166,304) (157,353)
----------- -----------
Total stockholders' equity 105,761 114,712
----------- -----------
$1,409,800 $1,424,568
========== ===========
See notes to consolidated financial statements.
<PAGE>
WHEELING-PITTSBURGH CORPORATION
AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF CASH FLOW
(Unaudited)
<TABLE>
<CAPTION>
QUARTER ENDED MARCH 31,
1998 1997
---- ----
(Dollars in Thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net income (loss) ...................................... $ (8,951) $(40,251)
Non cash expenses:
Depreciation ...................................... 19,531 10,577
Other postemployment benefits ..................... 2,150 --
Income taxes ...................................... 322 (21,927)
Equity income in affiliated companies ............. (958) (931)
Pension expense ................................... 5,556 --
Decrease (increase) in working capital elements:
Trade receivables ................................. (28,015) 10,789
Trade receivables sold ............................ 15,500 --
Inventories ....................................... 1,049 (19,101)
Other current assets .............................. 6,956 (3,193)
Trade payables .................................... 14,612 (5,993)
Other current liabilities ......................... 5,335 18,401
Other items - net ...................................... 2,008 12,072
-------- --------
Net cash provided by (used in) operating activities 35,095 (39,557)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Plant additions and improvements ....................... (6,755) (2,188)
Dividends from affiliates .............................. 5,000 2,500
-------- --------
Net cash provided by (used in)
investing activities ........................ (1,755) 312
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on long-term borrowings ....................... (27) (1,894)
Short term borrowings (payments) ....................... (33,728) --
Letter of credit collateralization ..................... 415 400
-------- --------
Net cash provided by (used in) financing activities (33,340) (1,494)
-------- --------
INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS ....................................... -- (40,739)
Cash and cash equivalents
at beginning of period ................................. -- 35,950
CASH AND CASH EQUIVALENTS
AT END OF PERIOD ....................................... $ -- $ (4,789)
======== ========
</TABLE>
See notes to consolidated financial statements.
<PAGE>
WHEELING-PITTSBURGH CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
GENERAL
The consolidated balance sheet as of March 31, 1998, the consolidated
statement of operations and the consolidated statement of cash flows for the
three month periods ended March 31, 1998 and 1997, have been prepared by
Wheeling-Pittsburgh Corporation ("WPC" or "the Company") without audit. In the
opinion of management, all adjustments necessary to present fairly the
consolidated financial position at March 31, 1998 and the results of operations
and changes in cash flows for the periods presented have been made.
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. The results of operations for the
period ended March 31, 1998 are not necessarily indicative of the operating
results for the full year. Presentation of earnings per share is not meaningful
since the Company is a wholly owned subsidiary of WHX Corporation ("WHX").
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affected the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
BUSINESS SEGMENT
The Company is primarily engaged in one line of business and has one
industry segment, which is the making, processing and fabricating of steel and
steel products. The Company's products include hot rolled and cold rolled sheet,
and coated products such as galvanized, prepainted and tin mill sheet. The
Company also manufactures a variety of fabricated steel products including roll
formed corrugated roofing, roof deck, form deck, floor deck, bridge form and
other products used primarily by the construction, highway and agricultural
markets.
NOTE 1 - CORPORATE REORGANIZATION
FORMATION OF WHX CORPORATION
On July 26, 1994 the Company and its subsidiaries were reorganized and
a new holding company, WHX, was formed. Upon effectiveness of the merger each
share of then outstanding WPC Common Stock, WPC Series A Preferred Stock and
each WPC warrant were converted into a share of WHX Common Stock, WHX Series A
Preferred Stock and a WHX Warrant, respectively. WHX also assumed the obligation
to purchase the Redeemable Common Stock of the ESOP and guaranteed substantially
all of the Company's then outstanding indebtedness.
The merger was accounted for as a reorganization of entities under
common control whereby the basis of assets and liabilities were unchanged.
Pursuant to their merger agreement the Company contributed the capital stock of
the following subsidiaries to WHX: WP Land Company, Wheeling-Pittsburgh Radio
Corporation (and its subsidiaries) and Wheeling-Pittsburgh Capital Corporation.
Additionally, the Company contributed the cash and marketable securities and
certain real property and leasehold interests to WHX. WPC retained the capital
stock of the remaining steel-related subsidiaries' equity investments.
Prior to the Corporate Reorganization, the operations of the non-steel
subsidiaries, and the income and gains and losses from the cash, marketable
securities and real estate, were included in the consolidated results of
operations of the Company. Following the Corporate Reorganization, such results
were included only in the consolidated results of WHX. At March 31, 1998 and
December 31, 1997, amounts due from affiliates totaled $17.6 million and $28.0
million, respectively. These amounts reflect cash advances between affiliates,
dividends paid by WPC on behalf of WHX, intercompany tax allocations and working
capital advances to Unimast, Inc., ("Unimast"), a wholly-owned subsidiary of
WHX.
NOTE 2 - HANDY & HARMAN ACQUISITION
On March 1, 1998, WHX entered into a definitive merger agreement with
Handy & Harman ("Handy & Harman"), a New York Stock Exchange listed company
which is a diversified industrial manufacturing company, to acquire all of the
outstanding common shares of Handy & Harman at $35.25 per share. The transaction
has a total value of approximately $603.6 million, including the assumption of
approximately $185.7 million in debt. On April 13, 1998, WHX completed the
acquisition of Handy & Harman and merged it with a wholly-owned subsidiary of
WHX, with Handy & Harman as the surviving entity. WHX financed the transaction
through cash on hand and a private placement of debt securities.
NOTE 3 - SALES OF RECEIVABLES
Accounts receivable at March 31, 1998 and 1997 exclude $84.5 million
and $45.0 million, respectively, representing uncollected accounts receivable
sold with recourse limited to the extent of uncollectible balances. Fees paid by
the Company under such agreement range from 6.25% to 8.5% of the outstanding
amount of receivables sold. Based on the Company's collection history, the
Company believes that the credit risk associated with the above arrangement is
immaterial.
NOTE 4 - REVOLVING CREDIT FACILITY
On December 28, 1995, Wheeling-Pittsburgh Steel Corporation ("WPSC")
entered into a Second Amended and Restated Revolving Credit Facility ("RCF")
with Citibank, N.A. as agent. The RCF, as amended, provides for borrowings for
general corporate purposes up to $150 million and a $35 million sub-limit for
Letters of Credit.
The RCF expires on May 3, 1999. Interest rates are based on the
Citibank prime rate plus 1.0% and/or a Eurodollar rate plus 2.25%, but the
margin over the prime rate and the Eurodollar rate can fluctuate based upon
performance. A commitment fee of .5% is charged on the unused portion. The
letter of credit fee is 2.25% and is also performance based.
Borrowings are secured primarily by 100% of the eligible inventory of
WPSC, Pittsburgh-Canfield Corporation ("PCC"), Wheeling Construction Products,
Inc. ("WCPI") and Unimast, and the terms of the RCF contain various restrictive
covenants, limiting among other things, dividend payments or other distribution
of assets, as defined in the RCF. Certain financial covenants associated with
leverage, net worth, capital spending, cash flow and interest coverage must be
maintained. Borrowings outstanding against the RCF at March 31, 1998 totaled
$56.1 million. Letters of credit outstanding under the RCF were $10.0 million at
March 31, 1998.
In August 1994 WPSC entered into a separate facility for letters of
credit up to $50 million. At March 31, 1998 letters of credit totaling $8.9
million were outstanding under this facility. The letters of credit are
collateralized at 105% with U.S. Government securities owned by the Company, and
are subject to an administrative charge of .4% per annum on the amount of
outstanding letters of credit.
NOTE 5 - LONG-TERM DEBT
In November 1997, the Company issued $275.0 million principal amount of
9 1/4% Senior Unsecured Notes to qualified institutional buyers pursuant to Rule
144A under the Securities Act of 1933. The Company filed a registration
statement related to an exchange offer for the Senior Notes under the Securities
Act of 1933.
In November 1997 the Company also entered into a Term Loan Agreement
with DLJ Capital Funding, Inc., as syndication agent, pursuant to which the
Company borrowed $75 million. The Term Loan Agreement matures on November 15,
2006. Amounts outstanding under the Term Loan Agreement bear interest at either
(i) the Alternate Base Rate (as defined therein) plus 2.25% or (ii) the LIBO
Rate (as defined therein) plus 3.25%, determined at the Company's option. The
Company's obligations under the Term Loan Agreement will be guaranteed by it's
then outstanding present and future operating subsidiaries.
<PAGE>
The proceeds from the 9 1/4% Senior Notes and the Term Loan Agreement
were used to defease $266.2 million of 9d% Senior Secured Notes due 2003 and to
pay down borrowings under the RCF.
NOTE 6 - CONTINGENCIES
ENVIRONMENTAL MATTERS
The Company has been identified as a potentially responsible party
under the Comprehensive Environmental Response, Compensation and Liability Act
("Superfund") or similar state statutes at several waste sites. The Company is
subject to joint and several liability imposed by Superfund on potentially
responsible parties. Due to the technical and regulatory complexity of remedial
activities and the difficulties attendant to identifying potentially responsible
parties and allocating or determining liability among them, the Company is
unable to reasonably estimate the ultimate cost of compliance with Superfund
laws. The Company believes, based upon information currently available, that the
Company's liability for clean up and remediation costs in connection with the
Buckeye reclamation will be between $3.0 million and $4.0 million. At six other
sites (MIDC Glassport, United Scrap Lead, Tex-Tin, Breslube Penn, Four County
Landfill and Beazor) the Company estimates costs to aggregate up to $700,000.
The Company is currently funding its share of remediation costs.
The Company, as are other industrial manufacturers, is subject to
increasingly stringent standards relating to the protection of the environment.
In order to facilitate compliance with these environmental standards, the
company has incurred capital expenditures for environmental control projects
aggregating $6.8 million, $12.4 million and $3.0 million for 1996, 1997 and the
first quarter of 1998, respectively. The Company anticipates spending
approximately $41.3 million in the aggregate on major environmental compliance
projects through the year 2000, estimated to be spent as follows: $13.4 million
in 1998, $15.9 million in 1999 and $12.0 million in 2000. Due to the possibility
of unanticipated factual or regulatory developments, the amount of future
expenditures may vary substantially from such estimates.
Non-current accrued environmental liabilities totaled $10.6 million at
December 31, 1997 and March 31, 1998. As new information becomes available,
including information provided by third parties, and changing laws and
regulation, the liabilities are reviewed and the accruals adjusted quarterly.
Management believes, based on its best estimate, that the Company has adequately
provided for remediation costs that might be incurred or penalties that might be
imposed under present environmental laws and regulations.
Based upon information currently available, including the Company's
prior capital expenditures, anticipated capital expenditures, consent agreements
negotiated with Federal and state agencies and information available to the
Company on pending judicial and administrative proceedings, the Company does not
expect its environmental compliance and liability costs, including the
incurrence of additional fines and penalties, if any, relating to the operation
of its facilities, to have a material adverse effect on the financial condition
or results of operations of the Company. However, as further information comes
into the Company's possession, it will continue to reassess such evaluations.
NOTE 7 - COMPREHENSIVE INCOME
The Company adopted Statement of Financial Accounting Standards No.
130, "Reporting Comprehensive Income" (SFAS No. 130), effective January 1, 1998.
This Statement establishes standards for reporting and display of comprehensive
income and its components in the financial statements. Comprehensive income is
defined as changes in equity resulting from nonowner sources (e.g., foreign
currency gains and losses, unrealized gains and losses on certain securities,
pension liability adjustments). The Company does not have any items of
comprehensive income; accordingly, comprehensive income has not been presented
in the accompanying financial statements.
<PAGE>
PART I
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
Net sales for the first quarter of 1998 totaled $259.1 million on
shipments of steel products totaling 530,393 tons. Net sales for the first
quarter of 1997 totaled $79.0 million on shipments of 106,203 tons. The increase
in net sales and shipments of steel products primarily reflects the effect of a
strike by the United Steelworkers of America in the prior period. During the
strike, no products were being produced or shipped at eight facilities which
represented approximately 80% of the tons shipped by the Company on an annual
basis. The new labor agreement resulted in the elimination of 850 jobs, directly
affecting operating costs. The first quarter 1998 results reflect the re-start
of operations and the progression toward achieving pre-strike production and
shipping levels. Steel prices on the products shipped decreased 3.5% from the
comparable period in 1997.
First quarter 1998 operating costs increased to $263.8 million from
$136.1 million in 1997 first quarter. Operating cost per ton decreased to $497
per ton in the 1998 first quarter from $1,282 per ton in the 1997 first quarter.
The increase in operating costs reflects the effects of the strike on the volume
of steel products produced and shipped in the first quarter of 1997. The lower
operating costs per ton shipped reflects higher production levels and lower
fixed cost per ton during the first quarter of 1998 while completion of the door
rehabilitation program at the #8 coke battery adversely affected operating
costs. The Company produced 623,714 tons of raw steel in the 1998 first quarter,
setting a new production record at its Steubenville complex. There was no raw
steel produced in the 1997 first quarter.
Depreciation expense increased $8.9 million to $19.5 million in the
first quarter of 1998 from $10.6 million in the comparable period in 1997 due to
the effects of the strike on production in the first quarter of 1997 and the
higher levels of raw steel production and its effect on the units of production
depreciation method.
Selling, administrative and general expense for the first quarter of
1998 increased $1.9 million to $14.3 million from $12.4 million in the
comparable period in 1997 due primarily to lower expenses incurred during the
strike.
Interest expense for the first quarter 1998 increased $3.4 million
to $9.4 million from the comparable period in 1997 due to higher levels of
long-term debt.
Other income decreased $.9 million to $.3 million in the first quarter
of 1998, compared to $1.2 million in the 1997 first quarter. The decrease in
other income reflects increased fees on trade receivables sold in 1998.
The 1998 and 1997 first quarter tax provisions (benefits) reflect an
estimated annual effective tax rate of 35%.
Net loss for the 1998 first quarter totaled $9.0 million compared to
the 1997 first quarter net loss which totaled $40.3 million.
FINANCIAL POSITION
Net cash flow provided by operating activities for the first quarter
of 1998 totaled $35.1 million. Working capital accounts (excluding cash,
short-term borrowings and current maturities of long term debt) provided $15.4
million of funds. Accounts receivable increased by $28.0 million (excluding a
$15.5 million sale of trade receivables under the Receivables Facility), trade
payables increased $14.6 million and other current liabilities increased $5.3
million. Inventories, valued principally by the LIFO
<PAGE>
method for financial reporting purposes, totaled $254.8 million at March 31,
1998, a decrease of $1.0 million from December 31, 1997. The increase in
accounts receivable is due to increased shipments.
In the first quarter of 1998, $6.8 million was spent on capital
improvements including $3.0 million on environmental control projects.
Continuous and substantial capital and maintenance expenditures will be required
to maintain and where necessary, upgrade operating facilities to remain
competitive, and to comply with environmental control requirements. It is
anticipated that necessary capital expenditures including required environmental
expenditures in future years will approximate depreciation expense and represent
a material use of operating funds.
On December 28, 1995, Wheeling-Pittsburgh Steel Corporation,
("WPSC") entered into a new Revolving Credit Facility ("the Revolving Credit
Facility") with Citibank, N.A. as agent. The Revolving Credit Facility, as
amended, provides for borrowing for general corporate purposes of up to $150
million and a $35 million sub-limit for letters of credit. The Revolving Credit
Facility expires May 3, 1999. Interest is calculated at a Citibank prime rate
plus 1.0% and/or a Eurodollar rate plus 2.25%. Borrowings under the Revolving
Credit Facility are secured primarily by 100% of eligible inventory and requires
that WPSC maintain a specified level of tangible net worth. The Revolving Credit
Facility has certain financial covenants restricting indebtedness, liens and
distributions. Borrowings under the Revolving Credit Facility at March 31, 1998
totaled $56.1 million and letters of credit outstanding under the revolving
credit facility totaled $10.0 million.
In November 1997, the Company issued $275.0 million principal amount
of 9 1/4% Senior Unsecured Notes to qualified institutional buyers pursuant to
Rule 144A under the Securities Act of 1933. The Company filed a registration
statement related to an exchange offer for the Senior Notes under the Securities
Act of 1933.
In November 1997 the Company also entered into a Term Loan Agreement
with DLJ Capital Funding, Inc., as syndication agent, pursuant to which the
Company borrowed $75 million. The Term Loan Agreement matures on November 15,
2006. Amounts outstanding under the Term Loan Agreement bear interest at either
(i) the Alternate Base Rate (as defined therein) plus 2.25% or (ii) the LIBO
Rate (as defined therein) plus 3.25%, determined at the Company's option. The
Company's obligations under the Term Loan Agreement will be guaranteed by it's
then outstanding present and future operating subsidiaries.
The proceeds from the 9 1/4% Senior Notes and the Term Loan
Agreement were used to defease $266.2 million of 9d% Senior Secured Notes due
2003 and to pay down borrowings under the Revolving Credit Facility.
In August 1994, WPSC entered into a separate facility for letters of
credit up to $50 million. At March 31, 1998 letters of credit totaling $8.9
million were outstanding under this facility. The letters of credit are
collateralized at 105% with U.S. Government securities owned by the Company, and
are subject to an administrative charge of .4% per annum on the amount of
outstanding letters of credit.
Under the terms of the new labor agreement, WPSC established a
Defined Benefit Pension Plan ("DB Plan") covering its hourly employees. As of
December 31, 1997, WPSC had an unfunded accumulated pension benefit obligation
for the DB Plan of approximately $167.3 million, of which approximately 75% must
be funded over the next five years. In accordance with ERISA regulations, the
Company would not have had to make significant contributions to fund the
obligations of the new plan in 1998, but would be required to fund $31.4 million
in the first quarter of 1999. However, as a result of the acquisition of Handy &
Harman and its significantly overfunded pension plans, this funding obligation
may be significantly reduced or eliminated and is not classified as a current
liability.
LIQUIDITY
Short-term liquidity is dependent, in large part, on cash on hand,
investments, general economic conditions and their effect on steel demand and
prices. Long-term liquidity is dependent upon the Company's ability to sustain
profitable operations and control costs during periods of low demand or pricing
in order to sustain positive cash flow. The Company satisfies its working
capital requirements through cash on hand, investments, the Receivables
Facility, borrowing availability under the Revolving Credit Facility and funds
generated from operations. The Company believes that such sources will provide
the Company for the next twelve months with the funds required to satisfy
working capital and capital expenditure requirements. External factors, such as
worldwide steel production and demand and currency exchange rates, could
materially affect the Company's results of operations. During the 1998 first
quarter, the Company had minimal activity with respect to futures contracts, and
the impact of such activity was not material on its financial condition or
results of operations of the Company.
The Company began a Year 2000 compliance project in July 1995. This
project encompasses business systems, mainframe processor systems, plant
operating systems, end-user computing systems, wide-area and voice networks, and
building and plant environmental systems. Included in the project plan is a
review and Year 2000 compliance assurance program with customers, suppliers, and
other constituents. System inventories throughout the Company are being reviewed
and work is in progress to ensure that such systems are Year 2000 compliant.
Management believes, based on a current review and the ongoing effort, that all
relevant computer systems will be Year 2000 compliant by the second quarter of
1999. Management believes that the cost of this project will not be material to
the Company's financial condition or results of operations.
NEW ACCOUNTING STANDARD
In March 1998, the American Institute of Certified Public
Accountants issued Statement of Position 98-1, "Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use" ("SOP 98-1"). SOP 98-1
addresses costs incurred in connection with the implementation of internal-use
software, and specifies the circumstances under which such costs should be
capitalized or expensed. The Company will be required to adopt SOP 98-1 in the
first quarter of 1999. At this time, management has not determined the impact of
adoption of SOP 98-1 on the Company's results of operations or financial
position.
******
<PAGE>
When used in the Management's Discussion and Analysis, the words
"anticipate", "estimate" and similar expressions are intended to identify
forward-looking statements within the meaning of Section 27A of the Securities
Act and Section 21E of the Exchange Act, which are intended to be covered by the
safe harbors created thereby. Investors are cautioned that all forward-looking
statements involve risks and uncertainty, including without limitation, the
ability of the Company to develop market and sell its products, the effects of
competition and pricing and Company and industry shipment levels. Although the
Company believes that the assumptions underlying the forward-looking statements
are reasonable, any of the assumptions could be inaccurate, and therefore, there
can be no assurance that the forward-looking statements included herein will
prove to be accurate.
<PAGE>
PART II OTHER INFORMATION
Item 6.(a) EXHIBITS
27 Financial Data Schedule
6.(b) REPORT ON FORM 8-K
None
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WHEELING-PITTSBURGH CORPORATION
/s/ P.J. Mooney
---------------
P.J. Mooney
Chief Financial Officer
(Principal Financial Officer and
Principal Accounting Officer)
May 15, 1998
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The schedule contains summary financial information extracted from the
Wheeling-Pittsburgh Corporation Consolidated Financial Statements as of March
31, 1998 and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 57,084
<ALLOWANCES> 1,269
<INVENTORY> 254,808
<CURRENT-ASSETS> 329,874
<PP&E> 1,069,756
<DEPRECIATION> 388,424
<TOTAL-ASSETS> 1,409,800
<CURRENT-LIABILITIES> 302,427
<BONDS> 349,864
<COMMON> 0
0
0
<OTHER-SE> 105,761
<TOTAL-LIABILITY-AND-EQUITY> 1,409,800
<SALES> 259,121
<TOTAL-REVENUES> 259,121
<CGS> 229,939
<TOTAL-COSTS> 263,785
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 9,400
<INCOME-PRETAX> (13,788)
<INCOME-TAX> (4,837)
<INCOME-CONTINUING> (8,951)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (8,951)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
