FORM 10-Q
INDEX
PART I - FINANCIAL INFORMATION
PART I — FINANCIAL INFORMATION
	ITEM 1. FINANCIAL STATEMENTS
		NOTE 1 : BASIS OF PRESENTATION
		CONSOLIDATED BALANCE SHEETS
		NOTE 2 : INVENTORIES
		CONSOLIDATED STATEMENTS OF OPERATIONS
		NOTE 3 : ENVIRONMENTAL MATTERS and OTHER CONTINGENCIES
		CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
		NOTE 4 : OTHER MATTERS
		NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
		NOTE 5 : ASSET IMPAIRMENT and RELATED CHARGES
	ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
	ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
	ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
PART II - OTHER INFORMATION
PART II — OTHER INFORMATION
	ITEM 1. LEGAL PROCEEDINGS
	ITEM 6. EXHIBITS and REPORTS ON FORM 8-K
SIGNATURES

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


[x]		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31, 2002

		or

[ ]		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 31, 2001.

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 333-18019

WCI STEEL, INC. (Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)


Ohio		34-1585405
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1040 Pine Ave., S.E., Warren, Ohio		44483-6528
(Address of principal executive offices)		(Zip Code)

Ohio		34-1585405
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

(330) 841-8302

(Registrant’s telephone number, including area code)

1040 Pine Ave., S.E., Warren, Ohio		44483-6528
(Address of principal executive offices)		(Zip Code)

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. Note: The Registrant files pursuant to an indenture, but is not otherwise subject to Section 13 or 15(d) filing requirements.

(330) 841-8302

(Registrant’s telephone number, including area code)

[ ] Yes [X] No

As of ~~August~~March 306, ~~2001~~2002, the registrant had 100 shares of its common stock, no no par value, $.01 stated value, outstanding.

WCI STEEL, INC. AND SUBSIDIARIES

INDEX

PART I FINANCIAL INFORMATION

		Page No.
Item 1.	Financial Statements
	Consolidated Balance Sheets as of July 31, 2001 and October 31, 2000.		3
	Consolidated Balance Sheets as of January 31, 2002 and October 31, 2001.	3
	Consolidated Statements of Operations for the three and nine months ended July 31, 2001 and 2000.		4
	Consolidated Statements of Operations for the three months ended January 31, 2002 and 2001.	4
	Consolidated Statements of Cash Flows for the nine months ended July 31, 2001 and 2000.		5
	Consolidated Statements of Cash Flows for the three months ended January 31, 2002 and 2001.	5
	Notes to Consolidated Financial Statements.	6	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10	9
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	15	14
PART II OTHER INFORMATION
Item 1.	Legal Proceedings		15
Item 6.	Exhibits and Reports on Form 8-K		15
	Signatures		16

PART II OTHER INFORMATION


Item 1.	Legal Proceedings	16

Item 6.	Exhibits and Reports on Form 8-K	16

	Signatures	17

PART I -— FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

WCI STEEL, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Dollars in thousands, except per share amount)

			July 31,			October 31,
			January 31,			October 31,
			2001			2000
			2002			2001
			(Unaudited)
ASSETS
Current assets
	Cash and cash equivalents		$	451,~~862~~816		$	8932,~~478~~244
	Accounts receivable, less allowance for doubtful accounts of $3,200 and $750, respectively			52,393			47,599
	Accounts receivable, less allowance for doubtful accounts of $3,100			44,972			48,875
	Inventories			9094,~~913~~367			9687,~~171~~075
	Prepaid expenses and other current assets			~~643~~5,371			1,~~076~~049
		Total current assets		~~189~~146,~~811~~526			~~234~~169,~~324~~243
Property, plant and equipment, net				192,~~988~~913			~~202~~193,~~578~~453
Intangible pension asset, net				2037,~~897~~962			2539,~~677~~556
Other assets, net				64,~~386~~144			154,~~597~~361
		Total assets	$	~~410~~381,~~082~~545		$	~~478~~406,~~176~~613
LIABILITIES and SHAREHOLDER’S EQUITY
Current liabilities
	Current portion of long-term debt		$	~~181~~1,359		$	~~128~~536
	Accounts payable			4842,~~517~~475			4745,~~201~~939
	Accrued liabilities			6675,~~915~~721			5077,~~571~~679
		Total current liabilities		~~115~~119,~~613~~555			97124,~~900~~154
Long-term debt, excluding current portion				~~301~~310,~~374~~447			301,~~252~~111
Postretirement health care benefits				~~116~~119,~~097~~885			~~111~~117,~~584~~719
Pension benefits				1828,~~861~~606			3635,~~313~~000
Other liabilities				1210,~~214~~042			1110,~~756~~063
		Total liabilities		~~564~~588,~~159~~535			~~558~~588,~~805~~047
Shareholder’s equity (deficit)
	Preferred stock, par value $1,000 per share, 5,000 shares authorized, none issued			—			—
	Common stock, no par value, stated value $.01 per share, 40,000,000 shares authorized, 100 shares issued and outstanding			—			—
	Additional paid-in capital			279			279
	Accumulated deficit			(~~154~~207,~~356~~269	)		(80181,~~908~~713	)
		Total shareholder’s equity (deficit)		(~~154~~206,~~077~~990	)		(80181,~~629~~434	)
Commitments and contingencies				—			—
		Total liabilities and shareholder’s equity (deficit)	$	~~410~~381,~~082~~545		$	~~478~~406,~~176~~613

See accompanying notes to consolidated financial statements.

WCI STEEL, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Dollars in thousands) (Unaudited)

				Three months ended,							Nine months ended,
			Three months ended January 31,
				July 31,							July 31,
			2002				2001
				2001				2000			2001			2000
Net sales			$	89,604			$	98,191
Net sales				$	109,988			$	140,726		$	307,448		$	438,087
Operating costs and expenses
	Cost of products sold	~~Cost of products sold~~		99,454	~~112,827~~			102,040	~~122,258~~			~~315,893~~			~~372,646~~
	Depreciation and amortization	~~Depreciation and amortization~~		4,711	~~4,808~~			5,705	~~5,837~~			~~16,160~~			~~17,482~~
	Selling, general and administrative expenses	~~Selling, general and administrative expenses~~		3,384	~~3,619~~			5,821	~~4,060~~			~~13,163~~			~~12,637~~
		Asset impairment and related charges (note 5)			—				—			3,909			—
	Unusual charges			—				—
					121,254				132,155			349,125			402,765
				107,549				113,566
Operating income (loss)				(17,945	~~(11,266~~)	)		(15,375	~~8,571~~)			~~(41,677~~	)		~~35,322~~
Other income (expense)
	Interest expense	~~Interest expense~~		(8,051	~~(8,004~~)	)		(7,985	~~(7,983~~)	)		~~(23,972~~	)		~~(23,959~~	)
		Interest income and other income (expense), net			540				1,812			(7,799	)		6,645
	Interest and other income (expense), net			440				(9,150	)
					(7,464	)			(6,171	)		(31,771	)		(17,314	)
				(7,611	)			(17,135	)
Income (loss) before income taxes				(25,556	~~(18,730~~)	)		(32,510	~~2,400~~)			~~(73,448~~	)		~~18,008~~
Income tax (benefit) expense				—	—			—	—			—			—
Net income (loss)			$	$(25,556	~~(18,730~~)	)	$	$(32,510	~~2,400~~)		$	~~(73,448~~	)	$	~~18,008~~

See accompanying notes to consolidated financial statements.

WCI STEEL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Dollars in thousands) (Unaudited)

					Nine months ended July 31,
						Three months ended January 31,
					2001				2000
						2002				2001
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net income (loss)				$	~~(73,448~~$	)(25,556	)	$	~~18,008~~$	(32,510	)
	Adjustment to reconcile net income (loss) to net cash provided (used) by operating activities:
		~~Depreciation and amortization~~	Depreciation and amortization			~~14,658~~	4,711			~~15,276~~	4,966
		~~Amortization of deferred maintenance costs~~	Amortization of deferred maintenance costs			~~1,502~~	—			~~2,206~~	739
		~~Amortization of financing costs~~	Amortization of financing costs			~~977~~	338			~~968~~	323
		~~Postretirement health care benefits~~	Postretirement health care benefits			~~9,913~~	2,166			~~8,869~~	2,948
		~~Pension benefits~~	Pension benefits			~~3,174~~	1,473			~~4,053~~	2,019
		~~Provision for losses on accounts receivable~~	Provision for losses on accounts receivable			~~2,450~~	—			—	2,050
		~~Asset impairment and other charges~~	Asset impairment and other charges			~~14,393~~	—			—	10,484
		~~Other~~	Other			93	33			~~1,150~~	32
	Cash provided (used) by changes in certain assets and liabilities
		~~Accounts receivable~~	Accounts receivable			~~(7,244~~	)3,903			~~4,920~~	428
		~~Inventories~~	Inventories			~~5,258~~	(7,292	)		~~(10,388~~	)(802	)
		~~Prepaid expenses and other assets~~	Prepaid expenses and other assets			~~(3,319~~	)(4,474	)		~~770~~	(3,152	)
		~~Accounts payable~~	Accounts payable			~~1,316~~	(3,464	)		~~(7,670~~	)(3,520	)
		~~Accrued liabilities~~	Accrued liabilities			~~(5,829~~	)(8,231	)		~~(4,765~~	)(6,784	)
		~~Other liabilities~~	Other liabilities			~~458~~	(21	)		~~807~~	580
			~~Net cash provided (used) by operating activities~~	Net cash provided (used) by operating activities		~~(35,648~~	)(36,414	)		~~34,204~~	(22,199	)
CASH FLOWS FROM INVESTING ACTIVITIES:
	Additions to property, plant and equipment					~~(8,248~~	)(4,173	)		~~(12,404~~	)(2,197	)
	Gross proceeds from the sale of assets					105				—
				Net cash used by investing activities			(4,173	)			(2,197	)
			Net cash used by investing activities			(8,143	)			(12,404	)
CASH FLOWS FROM FINANCING ACTIVITIES:
CASH FLOWS FROM FINANCING ACTIVITIES:
	Net change in long-term debt						10,159				(31	)
	Net change in long-term debt					175				(90	)
				Net cash provided (used) by financing activities			10,159				(31	)
	Dividends paid					—				(9,200	)
	Net increase (decrease) in cash and cash equivalents						(30,428	)			(24,427	)
			Net cash provided (used) by financing activities			175				(9,290	)
	Cash and cash equivalents at beginning of year						32,244				89,478
	Net increase (decrease) in cash and cash equivalents					(43,616	)			12,510
	Cash and cash equivalents at end of period					$	1,816			$	65,051
	Cash and cash equivalents at beginning of period					89,478				76,349
	Supplemental disclosure of cash flow information
	Cash and cash equivalents at end of period				$	45,862			$	88,859
		Cash paid for interest				$	15,208			$	15,155
	Supplemental disclosure of cash flow information
		Cash paid for income taxes					—				—
		Cash paid for interest			$	30,489			$	30,483
		Cash paid for income taxes				—				21

See accompanying notes to consolidated financial statements.

WCI STEEL, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ~~Three and nine months ended July 31, 2001 and 2000~~ ~~( Unaudited )~~

~~NOTE~~Three 1months :ended ~~BASIS~~January 31, OF2002 ~~PRESENTATION~~and 2001 ( Unaudited )

~~WCI~~NOTE ~~Steel,~~1 ~~Inc.~~: ~~(“Company”~~BASIS orOF ~~“WCI”) is a wholly-owned subsidiary of Renco~~PRESENTATION ~~Steel Holdings, Inc. (“Renco Steel”) and an indirect wholly-owned subsidiary of~~ ~~The Renco Group, Inc. (“Renco”). The financial information included herein is~~ unaudited; however, such information reflects all adjustments (consisting solely of normal recurring adjustments) which are, in the opinion of management, necessary for a fair statement of results for the interim periods. The results of operations for the three and nine months ended July 31, 2001 are not necessarily indicative of the results to be expected for the full year.

~~These~~ WCI ~~interim~~Steel, ~~consolidated~~Inc. ~~financial~~(Company ~~statements~~or ~~should~~WCI) beis ~~read~~a ~~in conjunction~~wholly-owned ~~with~~subsidiary ~~the~~of ~~consolidated~~Renco Steel ~~financial~~Holdings, ~~statements~~Inc. (Renco Steel) and ~~notes~~an ~~thereto~~indirect wholly-owned subsidiary of The Renco Group, Inc. (Renco). The financial information included herein is unaudited; however, such information reflects all adjustments (consisting solely of normal recurring adjustments) which are, in the ~~Company’s~~opinion ~~Form 10-K~~of management, necessary for a fair statement of results for the ~~fiscal~~interim ~~year~~periods. The results of operations for the three months ended ~~October~~January 31, ~~2000~~2002 are not necessarily indicative of the results to be expected for the full year.

~~NOTE~~ These 2interim :consolidated ~~INVENTORIES~~financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended October 31, 2001.

~~Inventories~~NOTE ~~are~~2 ~~stated~~: ~~at the lower of cost or market. Cost is determined~~INVENTORIES ~~by the last-in, first-out (“LIFO”) method. The composition of inventories at~~ ~~July 31, 2001 and October 31, 2000 was as follows:~~

	July 31,		October 31,
	2001		2000
	(Unaudited)
	(Dollars in Thousands)
Raw materials	$	31,154	$	38,873
Finished and semi-finished product		62,122		60,785
Supplies		122		74
		93,398		99,732
Less LIFO reserve		2,485		3,561
	$	90,913	$	96,171

Inventories are stated at the lower of cost or market. Cost is determined by the last-in, first-out (LIFO) method. Market value is determined based on expected selling price of each product. Inventories consist of the following:

NOTE 3 : ENVIRONMENTAL MATTERS and OTHER CONTINGENCIES


	January 31,		October 31,
	2002		2001

	(Unaudited)
	(Dollars in Thousands)
Raw materials	$	33,887	$	33,542




Finished and semi-finished product		60,386		53,438




Supplies		94		95

		94,367		87,075




Less LIFO reserve		—		—

	$	94,367	$	87,075

~~In common with much of the steel industry, the Company’s facilities are~~6 ~~located on sites that have been used for heavy industrial purposes for decades.~~ The Company is and will continue to be subject to numerous federal, state and local environmental laws and regulations governing, among other things, air emissions, waste water discharge and solid and hazardous waste management. The Company has made and intends to continue to make the necessary expenditures for environmental remediation and compliance with environmental laws and regulations. Environmental laws and regulations continue to change and have generally become more stringent, and the Company may be subject to more stringent environmental laws and regulations in the future. Compliance with more stringent environmental laws and regulations could have a material adverse effect on the Company’s financial condition and results of operations.

6 Table of Contents

~~Table~~NOTE of3 ~~Contents~~: LONG-TERM DEBT

~~The~~Long-term ~~Company~~debt isconsists ~~subject to consent decrees as a result~~ of ~~two civil actions instituted by~~ the ~~Department of Justice, on behalf of the Environmental~~following: ~~Protection Agency (“EPA”). These consent decrees require the Company to~~ complete certain supplemental environmental projects estimated to cost approximately $2.4 million which will be expended by late 2002. These projects include sediment removal from the Mahoning River at an estimated remaining cost of $0.9 million and the installation of a liner for a surface impoundment estimated to cost $1.5 million. The consent decrees also provide for stipulated penalties in the event of noncompliance which the Company does not believe will be material.

As a condition of a previous Resource Conservation and Recovery Act (“RCRA”) operating permit, the Company is required to undertake a corrective action program with respect to historical material handling practices at the Warren facility. The Company has completed the initial phase of the first investigation step of the corrective action program, the RCRA Facility Investigation (“RFI”), and has submitted its report to the EPA. The Company believes that additional sampling will be required to complete a full RFI and will negotiate the extent of the second phase with the EPA. The RFI workplan identifies thirteen historical solid waste management units to be investigated. The final scope of corrective action required to remediate any contamination that may be present at or emanating from the Warren facility is dependent upon the completion and findings of the RFI and the development and approval of a corrective action program. Accordingly, the Company is unable at this time to estimate the final cost of the corrective action program or the period over which such costs may be incurred and there can be no assurance that any such corrective action program would not have a material adverse effect on the operating results or financial condition of the Company.


	January 31,		October 31,

	2002		2001

	(Unaudited)
	(Dollars in Thousands)
Senior Secured Notes with interest at 10% payable semi-annually, due 2004	$	300,000	$	300,000




Revolving Credit Facility (Revolver) with interest at prime rate plus 1.5% (6.25% at January 31, 2002) payable monthly		10,209		—




Other		1,597		1,647

		311,806		301,647




Less current portion of long-term debt		1,359		536

	$	310,447	$	301,111

On The ~~January~~$300 ~~23,~~million ~~1996,~~10% ~~two~~Senior ~~retired~~Secured ~~employees~~Notes ~~instituted~~due an2004 ~~action~~(Senior ~~against~~Secured Notes) ~~the~~are ~~Company~~secured ~~and~~by ~~the~~a ~~United~~second ~~Steelworkers~~priority oflien ~~America~~on ~~(“USWA”)~~substantially inall of the ~~United~~existing ~~States~~property, ~~District~~plant ~~Court~~and ~~for~~equipment of the ~~Northern~~Company ~~District~~which ofwill ~~Ohio~~become ~~alleging~~a infirst ~~substance~~priority ~~that~~lien ~~certain~~when ~~distributions~~all ~~made~~of by the ~~Company~~10.5% toSenior ~~employees~~Notes ~~and~~due ~~benefit~~2002 ~~plans violated~~(Senior ~~certain~~Notes) ~~agreements,~~are ~~the Employee Retirement Income Security Act~~extinguished (~~“ERISA”),~~$0.3 million ~~the~~currently ~~National Labor Relations Act (“NLRA”~~outstanding). ~~and~~A ~~common~~Voluntary ~~law.~~Employee ~~On July~~Beneficiaries ~~31,~~Association ~~1997~~trust fund, ~~the~~established ~~court~~to ~~granted~~hold ~~the~~ Company’s ~~motion~~contributions to ~~dismiss this action and~~fund ~~entered~~postretirement ~~judgement~~health incare ~~favor of the Company~~ and ~~the~~life ~~USWA.~~insurance Onobligations ~~appeal~~for by the ~~plaintiffs~~ inbenefit ~~March 1999, the appellate court upheld the dismissal~~ of ~~the~~ ~~claims~~hourly ~~under ERISA and common law~~employees, ~~but~~also ~~reversed~~holds ~~the~~a ~~dismissal~~second ofpriority ~~the~~lien ~~NLRA~~on ~~claim and remanded to~~ the ~~district~~security ~~court~~ for ~~further~~the Senior ~~proceedings.~~Secured ~~On October 9~~Notes, ~~2000 the~~which ~~district~~lien ~~court~~will ~~granted~~remain ~~the~~a ~~Company’s~~second ~~motion~~priority tolien ~~dismiss~~even ~~this~~if ~~action and~~the ~~entered~~lien ~~judgement~~ in favor of the ~~Company~~Senior ~~and~~Secured ~~the~~Notes ~~USWA.~~becomes ~~The~~a ~~plaintiffs~~first ~~filed an~~priority ~~appeal regarding the court’s decision to dismiss~~lien.

In The ~~addition~~Company tohas ~~the~~a ~~above-described matters~~$100,000,000 ~~the~~Revolver ~~Company~~secured isby ~~contingently~~inventories and ~~liable~~receivables ~~with~~and ~~respect~~subject to ~~lawsuits~~eligibility ~~and~~requirements, ~~other~~as ~~claims~~defined, ~~incidental~~reduced toby ~~the ordinary~~any ~~course~~outstanding letters of ~~its business~~credit. AThe ~~liability~~Revolver ~~has~~is ~~been~~subject ~~established~~to ~~for~~a anmonthly ~~amount,~~service ~~which~~fee ~~the~~of ~~Company~~$15,000 ~~believes~~and isan ~~adequate,~~annual ~~based~~commitment onfee ~~information~~of ~~currently~~0.5% ~~available,~~of ~~to cover~~ the ~~costs~~unused balance up to $60,000,000 ~~resolve~~payable ~~the~~monthly. ~~above~~There ~~described~~were ~~matters,~~borrowings ~~including~~of ~~remediation~~$10, ~~if any~~209,000 ~~except~~outstanding under ~~for~~the ~~any~~Revolver ~~costs~~as of ~~corrective~~January 31, ~~action~~2002. ~~that~~The ~~may~~Revolver, ~~result~~which ~~from~~expires ~~the RFI~~December ~~for~~29, ~~which~~2003, noalso ~~estimate~~provides ~~can~~for ~~currently~~up beto ~~made.~~an ~~The~~aggregate ~~outcome~~amount of ~~the~~$20,000,000 ~~above~~in letters ~~described~~of ~~matters~~credit. ~~could~~The ~~have~~Company ahad ~~material~~borrowing ~~adverse~~availability ~~effect~~of $64,785,000 based on eligible ~~the~~inventory ~~future~~and ~~operating results~~receivables net of ~~the~~$10,209,000 ~~Company~~borrowings outstanding and $14,900,000 in aletters ~~particular~~of ~~quarter~~credit outstanding or ~~annual~~committed ~~period;~~at ~~however~~January 31, ~~the~~2002 ~~Company~~and ~~believes~~subject ~~that~~to ~~the~~a ~~effect~~$25 million ofminimum ~~such~~borrowing ~~matters~~availability ~~will~~covenant ~~not~~as discussed ~~have~~below. aThe ~~material adverse~~Revolver ~~effect~~is onsubject ~~the~~to ~~Company’s~~a ~~consolidated~~penalty ~~financial~~of ~~position~~$250,000 if terminated before October 31, 2003.

7 The Company’s Revolver and Senior Secured Notes contain certain financial and other covenants, including maintenance of specified levels of net worth as defined, working capital, and debt service and limitations on capital expenditures. Additional covenants limit the incurrence of additional indebtedness, payments affecting subsidiaries, transactions with affiliates, sale/leaseback transactions, impairment of security interest, consolidations, mergers and transfer of the Company’s assets. On January 25, 2002 the Company and its lenders under the Revolver agreed to amend the loan agreement to require the Company to maintain a minimum net worth, as defined, of not less than the following for each period indicated: negative $225 million through January 31, 2002, negative $240 million from February 1, 2002 through

~~Table of Contents~~7

NOTETable 4of : OTHER MATTERS Contents

~~LTV~~April 30, ~~Corporation~~2002, ~~(“LTV”)~~negative ~~filed~~$255 million ~~for~~from ~~reorganization~~May 1, ~~under~~2002 ~~Chapter~~through July 1131, ~~of the~~2002, ~~United~~and ~~States~~negative ~~Bankruptcy~~$260 million ~~Code~~ on ~~December~~August 291, ~~2000.~~2002 ~~WCI~~and ~~supplies~~thereafter. ~~steam~~In toaddition, anthe ~~LTV Steel~~ Company ~~coke~~is ~~plant~~required ~~adjacent~~ to ~~WCI’s~~maintain ~~facility~~minimum inborrowing ~~Warren,~~availability ~~Ohio.~~under ~~As a~~the ~~result~~Revolver of ~~the filing, WCI recorded a charge of~~ $~~2.1~~25 million. inThis ~~the~~amendment ~~first~~also ~~fiscal quarter~~changes ~~of 2001 to reduce~~ the ~~amounts~~interest ~~due~~charged from prime ~~LTV~~rate to ~~estimated~~prime ~~net~~rate ~~realizable value~~plus 1.5% ~~WCI~~which ~~has~~is ancurrently ~~ongoing~~6.25%. ~~exposure~~The toCompany ~~LTV~~is permitted ~~with respect~~ to ~~the~~declare ~~supply~~and ofpay ~~steam from~~dividends, ~~both~~and amake ~~credit~~other ~~risk~~transactions ~~aspect~~with affiliates ~~and~~provided ~~the~~no ~~uncertainty~~condition of ~~actions~~default ~~that~~exists ~~LTV~~or ~~may~~will ~~take due~~exist, toand the accumulated ~~filing.~~amount ~~Cessation~~ of ~~operations~~such attransactions ~~the~~is ~~coke~~no ~~plant~~greater orthan ~~termination~~fifty ofpercent (50%) of the ~~contract~~consolidated ~~for~~net ~~the~~income ~~supply~~as ofdefined ~~steam~~(less ~~through~~100% ~~reorganization~~of ~~proceedings,~~any ~~could~~consolidated net ~~have~~loss) aearned ~~material~~for ~~adverse~~periods ~~effect~~subsequent onto ~~WCI’s~~October 31, ~~results~~1996 ofwhen ~~operations~~taken ~~until~~as ~~such~~a ~~time~~single asaccounting ~~WCI~~period ~~would~~less bemanagement ~~able~~fees paid to ~~install~~Renco ~~electrical~~in ~~generating~~excess ~~equipment~~of to$1,200,000 annually ~~convert~~for the ~~steam~~ tosame ~~a productive use~~period. ~~During~~Under ~~the~~these ~~nine~~agreements, ~~months~~there ~~ended~~were ~~July 31,~~no ~~2001, WCI~~amounts ~~recorded~~available ~~revenue~~for ofdividends ~~$8.3 million~~and ~~for~~other ~~the~~transactions ~~sale~~with ofaffiliates ~~steam~~at ~~to LTV~~January 31, 2002.

NOTE 54 : ~~ASSET~~ENVIRONMENTAL ~~IMPAIRMENT~~MATTERS and ~~RELATED~~OTHER ~~CHARGES~~CONTINGENCIES

~~The~~ In ~~Youngstown~~common ~~Sinter~~with ~~Company~~much ~~(“YSC”),~~of athe ~~wholly-owned~~steel ~~subsidiary~~industry, ofthe ~~WCI,~~Company’s facilities are ~~idled~~located ~~its~~on ~~plant~~sites ~~indefinitely~~that ~~effective~~have ~~July 15,~~been ~~2001.~~used ~~YSC~~for ~~had~~heavy ~~been~~industrial inpurposes for decades. ~~operation~~The ~~since~~Company ~~1991~~is ~~producing~~and awill ~~clinker-type~~continue ~~material~~to ~~(“Sinter”)~~be ~~from steelmaking~~subject ~~by-products~~to ~~such~~numerous asfederal, ~~slag~~state and local ~~ore~~environmental ~~fines.~~laws ~~The~~and ~~sinter~~regulations ~~was~~governing, ~~then~~among ~~used~~other asthings, air aemissions, ~~substitute~~waste ~~feed~~water ~~stock~~discharge inand ~~WCI’s~~solid ~~blast~~and ~~furnace~~hazardous ~~facility~~waste ~~located~~management. ~~in Warren,~~The ~~Ohio.~~Company ~~WCI~~has ~~recorded~~made aand ~~charge~~intends ofto ~~$3.9 million~~continue ~~during~~to make the ~~three~~necessary ~~months~~expenditures ~~ended~~for ~~April 30,~~environmental ~~2001~~remediation toand ~~reflect~~compliance ~~plant~~with ~~idling~~environmental ~~costs,~~laws ofand regulations. ~~which~~Environmental ~~$3.0 million~~laws ~~represents~~and regulations continue to change and have generally become more stringent, and the ~~recognition~~Company ofmay anbe ~~impairment~~subject into ~~the~~more stringent ~~value~~environmental oflaws ~~the~~and ~~assets~~regulations ofin the ~~facility~~future. Compliance with more ~~The~~stringent ~~sinter~~environmental ~~plant~~laws ~~may~~and beregulations ~~restarted~~could inhave a material adverse effect on the ~~future~~Company’s iffinancial ~~economically~~condition ~~advantageous~~and results of operations.

The Company is subject to a consent decree as a result of a civil action instituted by the Department of Justice (DOJ), on behalf of the Environmental Protection Agency (EPA). The consent decree requires the Company to complete certain supplemental environmental projects estimated to cost $1.8 million that will be expended by late 2002. These projects include sediment removal from the Mahoning River at an estimated remaining cost of $0.8 million and the installation of a liner for a surface impoundment estimated to cost approximately $1.0 million. The consent decree also provides for stipulated penalties in the event of noncompliance which the Company does not believe will be material.

~~Table~~ As a condition of ~~Contents~~a previous Resource Conservation and Recovery Act (RCRA) operating permit, the Company is required to undertake a corrective action program with respect to historical material handling practices at the Warren facility. The Company has completed the initial phase of the first investigation step of the corrective action program, the RCRA Facility Investigation (RFI), and has submitted its report to the EPA. The Company and the EPA agreed that additional sampling would be required to complete a full RFI which is expected to be completed by the end of 2003. The RFI workplan identifies thirteen historical solid waste management units to be investigated. The final scope of corrective action required to remediate any contamination that may be present at or emanating from the Warren facility is dependent upon the completion and findings of the RFI and the development and approval of a corrective action program. Accordingly, the Company is unable at this time to estimate the final cost of the corrective action program or the period over which such costs may be incurred and there can be no assurance that any such corrective action program would not have a material adverse effect on the operating results or financial condition of the Company.

~~ITEM~~ On 2.January 23, ~~MANAGEMENT’S~~1996, ~~DISCUSSION~~two ~~AND~~retired ~~ANALYSIS~~employees OFinstituted ~~FINANCIAL~~an ~~CONDITION~~action ~~AND~~against ~~RESULTS~~the Company OFand ~~OPERATIONS.~~the United Steelworkers of America (USWA) in the United States District Court for the Northern District of Ohio alleging in substance that certain distributions made by the Company to employees and benefit plans

~~RESULTS OF OPERATIONS~~8

ThreeTable Monthsof Ended July 31, 2001 Compared to Three Months Ended July 31, 2000. Contents

~~Net~~violated ~~sales~~certain ~~for~~agreements, the ~~three~~Employee ~~months~~Retirement ~~ended~~Income ~~July 31,~~Security ~~2001 were $110.0 million on~~Act ~~278~~(ERISA),~~552~~ ~~tons~~the ~~shipped,~~National ~~representing~~Labor aRelations ~~21.8%~~Act ~~decrease in net sales~~ (NLRA) and acommon 9law.~~8% decrease~~ inOn ~~tons shipped compared to the three months ended~~ July 31, ~~2000.~~ ~~Shipping~~1997, ~~volume~~the ~~for~~court granted the ~~2001~~Company’s ~~period~~motion ~~decreased~~to ~~due~~dismiss ~~primarily~~this toaction ~~lower~~and ~~customer~~entered ~~demand~~judgement ~~resulting~~in ~~from~~favor aof ~~general~~the ~~slowing~~Company inand the UUSWA.S. ~~economy.~~The ~~Net~~Plaintiffs ~~sales~~filed ~~per~~an ~~ton~~appeal ~~shipped~~regarding ~~decreased~~the ~~13.4%~~court’s decision to ~~$395~~dismiss, inwhich ~~the~~was ~~2001~~heard ~~period~~in ~~compared~~June to1998. ~~$456 for the~~In ~~2000~~March ~~period~~1999, ~~with~~the ~~net~~appellate ~~selling~~court ~~prices~~upheld ~~down~~the ~~13.9%~~dismissal ~~offset~~of ~~somewhat~~the byclaims ~~changes~~under inERISA ~~product~~and ~~mix.~~common ~~However~~law, ~~net~~but ~~selling~~reversed ~~prices were flat in~~ the ~~third~~dismissal ~~quarter compared~~of to the ~~second~~NLRA ~~quarter~~claim ofand ~~2001.~~remanded ~~Shipments~~to ~~of custom carbon, alloy and~~the ~~electrical~~district ~~steels~~court ~~accounted~~ for 52further proceedings.4% ofOn ~~total~~October 9, ~~shipments~~2000 ~~for~~ the ~~three~~court ~~months~~granted the ~~ended~~Company’s ~~July 31,~~motion ~~2001~~to ~~compared~~dismiss tothis ~~54.3%~~action ~~for~~and ~~the~~entered ~~three~~judgement ~~months~~in ~~ended~~favor ~~July 31,~~of ~~2000.~~the OnCompany ~~July 31,~~and ~~2001,~~the ~~WCI’s~~USWA. ~~order~~The ~~backlog~~plaintiffs ~~was~~filed ~~approximately~~an ~~158,000~~appeal ~~net~~regarding ~~tons~~the court’s ~~compared~~decision to ~~approximately~~dismiss. ~~187,000~~The ~~net~~Federal ~~tons~~Appeals atCourt ~~July 31,~~has ~~2000~~scheduled ~~and~~oral ~~144,000~~arguments ~~net~~for ~~tons at October~~April 3123, ~~2000~~2002.

~~The~~ In ~~table~~addition ~~below~~to ~~shows~~the above-described matters, the Company’s ~~product~~is ~~mix~~contingently liable with respect to lawsuits and other claims incidental to the ordinary course of its business. A liability has been established for an amount, which the ~~three~~Company ~~months~~believes ~~ended~~is ~~July~~adequate, based on information currently available, to 31cover the costs to resolve the above described matters, ~~2001~~including ~~and~~remediation, if ~~July 31~~any, ~~2000~~except for any costs of corrective action that may result from the RFI for which no estimate can currently be made. The outcome of the above described matters could have a material adverse effect on the future operating results of the Company in a particular quarter or annual period; however, the Company believes that the effect of such matters will not have a material adverse effect on the Company’s consolidated financial position.

		Net Tons Shipped				Percent of Total
		Three Months Ended				Three Months Ended
		July 31,				July 31,
		2001		2000		2001			2000
CUSTOM PRODUCTS:
	Hot Rolled		75,747		93,700		27.2	%		30.3	%
	Cold Rolled		5,193		5,856		1.9	%		1.9	%
	Coated products		64,899		68,116		23.3	%		22.1	%
Total Custom Products			145,839		167,672		52.4	%		54.3	%
Total Commodity Products			132,713		141,240		47.6	%		45.7	%
Total Steel Products			278,552		308,912		100.0	%		100.0	%

NOTE 5: OTHER MATTERS

9 WCI has experienced a significant increase in its order intake rate and backlog beginning in December 2001 which has resulted from the expectation of lower imports due to the pending Section 201 investigation, the recent closure of a competitor, a conclusion to inventory reductions by customers and the beginning of an economic recovery. WCI’s order backlog was approximately 250,000 tons at January 31, 2002 compared to 135,000 tons at October 31, 2001. With the increasing order entry rate and backlog, the Company and most other flat rolled steel producers announced price increases effective during the second calendar quarter 2002 totaling $50 per ton on hot-rolled, $30 per ton on cold-rolled, and $20 per ton on galvanized products. Due to these factors, the Company expects shipping volume in the second quarter 2002 to be approximately 315,000 tons and the third quarter 2002 to be approximately 330,000 tons. WCI expects net sales per ton shipped to be flat in the second quarter compared to the first quarter with net selling prices rising and being offset by lower revenue from steam sales to the LTV coke plant adjacent to WCI’s facility. Net sales per ton shipped are expected to increase by approximately $25 in the third quarter compared to the second quarter. In addition, WCI expects cost of products sold per ton to decline approximately 7% in the second quarter compared to the first quarter as capacity utilization increases and inventory valuation reserves are reduced. Despite these improvements, WCI expects to incur a significant net loss during fiscal 2002 for which WCI believes it has adequate availability of cash resources to maintain operations through at least fiscal 2002. However, if the volume or price increases expected to be realized during the second and third quarters of fiscal 2002 are not realized or sustained for the balance of fiscal 2002, it is likely that WCI will not have adequate availability under its existing financing arrangements and will require additional sources of financing. WCI cannot assure that it has the ability to obtain such additional financing, or what the terms of any additional financing might be. Failure to obtain additional financing in these circumstances would likely have a material adverse effect on WCI’s operations. For periods beyond fiscal 2002, further price improvements will be necessary for the Company to have sufficient cash resources to maintain its operations.

~~Table of Contents~~9

TheTable following table sets forth the percentage of WCI’s net tons shipped to various markets for the three months ended July 31, 2001 and July 31, 2000. Contents

		Three Months Ended
		July 31,
Customer Category		2001			2000
	Conversion / further processing		51.6	%		43.2	%
	Steel service centers		16.5	%		26.6	%
	Construction		18.2	%		15.0	%
	Electrical equipment		4.4	%		5.0	%
	Direct automotive		4.8	%		6.2	%
	Other		4.5	%		4.0	%
Total			100.0	%		100.0	%

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

~~Gross~~RESULTS ~~margin~~OF ~~(loss) (sales less cost of products sold) was ($2.8) million~~OPERATIONS ~~for the three months ended July 31, 2001 compared to gross margin of $18.5~~ ~~million for the three months ended July 31, 2000. The decrease in gross margin~~ reflects the lower shipping volume and transaction prices discussed above and higher per ton production costs resulting from lower production volume and its effect on fixed operating costs per ton. Production volume during the third quarter of 2001 was approximately 82% of operating capacity compared to approximately 85% in the 2000 period.

~~Operating~~Three ~~income (loss) was ($11.3) million, or ($40) per ton, for the three~~ months ended ~~July~~January 31, ~~2001~~2002 compared to ~~operating income of $8.6 million,~~ ~~or $28 per ton, for~~ the three months ended ~~July~~January 31, ~~2000. The decrease in operating income for the~~ 2001 ~~period reflects the lower gross margin discussed~~ ~~above.~~

~~Interest~~ Net ~~income~~sales ~~and~~for ~~other~~the ~~income~~three ~~(expense)~~months ended January 31, ~~net~~2002 ~~was~~were $089.56 million ~~for~~on 244,818 tons shipped, representing an 8.7% decrease in net sales and a 3.3% increase in tons shipped compared to the three months ended January 31, 2001. Shipping volume for the three months ended ~~July~~January 31, 2002 was slightly higher than the comparable period in 2001 but was 13.9% lower when compared to ~~$1.8~~the prior quarter ended October ~~million~~31, 2001 as the steel market continued to suffer from the effects of a weak economy. Net sales per ton shipped decreased 11.6% to $366 for the three months ended ~~July~~January 31, ~~2000.~~2002 ~~The~~compared ~~decrease~~to in$414 ~~interest~~for ~~income~~the ~~was~~three months ~~due~~ended ~~primarily~~January 31, to2001, ~~lower~~with net selling prices down 8.5%. Shipments of ~~cash~~custom ~~balances~~carbon, alloy and ~~lower~~electrical ~~interest~~steels ~~rates~~accounted infor 46.4% of total shipments for the ~~2001~~three ~~period~~months ended January 31, 2002 compared to ~~the~~52.3% ~~2000~~the ~~period~~three months ended January 31, 2001.

As The atable ~~result~~below ofshows the ~~items discussed above, the~~ Company’s ~~had~~product amix ~~loss before taxes of $18.7 million~~ for the three months ended ~~July~~January 31, ~~2001~~2002 ~~compared~~and ~~to income before taxes of $2.4~~January ~~million for the three months ended July~~ 31, ~~2000~~2001.

Effective November 1, 1998, the Company was designated as a qualified subchapter S subsidiary by Renco. Accordingly, the Company is generally not subject to income taxes.


		Net Tons Shipped				Percent of Total

		Three Months Ended				Three Months Ended
		January 31,				January 31,

		2002		2001		2002			2001

CUSTOM PRODUCTS:

	Hot Rolled		69,744		76,963		28.5	%		32.5	%




	Cold Rolled		6,061		4,049		2.5	%		1.7	%




	Coated products		37,670		42,883		15.4	%		18.1	%

Total Custom Products			113,475		123,895		46.4	%		52.3	%




Total Commodity Products			131,343		113,128		53.6	%		47.7	%

Total Steel Products			244,818		237,023		100.0	%		100.0	%

~~Nine~~ The ~~Months~~following ~~Ended~~table ~~July 31,~~sets ~~2001~~forth ~~Compared~~the percentage of WCI’s net tons shipped to ~~Nine~~various ~~Months~~markets ~~Ended~~for ~~July~~the three months ended January 31, ~~2000~~2002 and January 31, 2001.

~~Net sales for the nine months ended July 31, 2001 were $307.4 million on~~10 ~~756,706 tons shipped, representing a 29.8% decrease in net sales and a 23.2%~~ decrease in tons shipped compared to the nine months ended July 31, 2000. Shipping volume for the 2001 period was lower due primarily to lower customer demand resulting from a general slowing in the U.S. economy coupled with high levels of imported steel. Net sales per ton shipped decreased 8.8% to $406 in the 2001 period compared to $445 for the 2000 period, with net selling prices down 11.0% offset somewhat by changes in product mix. Shipments of custom carbon, alloy and electrical steels accounted for 53.7% of total shipments for the nine months ended July 31, 2001 compared to 52.4% for the nine months ended July 31, 2000.

10 Table of Contents


		Three Months Ended
		January 31,
*Customer Category*		2002			2001

	Conversion / further processing		57.8	%		52.1	%




	Steel service centers		14.3	%		22.2	%




	Construction		12.2	%		11.4	%




	Electrical equipment		4.6	%		4.9	%




	Direct automotive		5.2	%		5.1	%




	Other		5.9	%		4.3	%

Total			100.0	%		100.0	%

~~The~~ Gross ~~table~~margin ~~below~~(loss) (sales ~~shows~~less ~~the~~cost ~~Company’s~~of ~~product~~products ~~mix~~sold) was ($9.9) million for the ~~nine~~three months ended ~~July~~January 31, 2002 compared to gross margin (loss) of ($3.8) million for the three months ended January 31, 2001. The decrease in gross margin reflects the lower transaction prices discussed above partially offset by lower production costs resulting from a higher production volume and its ~~July~~effect on fixed operating costs per ton. Production volume for the three months ended January 31, ~~2000~~2002 was approximately 77% of operating capacity compared to approximately 63% for the three months ended January 31, 2001.

		Net Tons Shipped				Percent of Total
		Nine Months Ended				Nine Months Ended
		July 31,				July 31,
		2001		2000		2001			2000
CUSTOM PRODUCTS:
	Hot Rolled		229,557		312,283		30.3	%		31.7	%
	Cold Rolled		13,567		14,561		1.8	%		1.5	%
	Coated products		163,392		188,595		21.6	%		19.2	%
Total Custom Products			406,516		515,439		53.7	%		52.4	%
Total Commodity Products			350,190		469,261		46.3	%		47.6	%
Total Steel Products			756,706		984,700		100.0	%		100.0	%

Operating income (loss) was ($17.9) million, or ($73) per ton, for the three months ended January 31, 2002 compared to operating income (loss) of ($15.4) million, or ($65) per ton, for the three months ended January 31, 2001. The increase in operating loss reflects the lower gross margin discussed above offset somewhat by lower depreciation expense and bad debt expense. The operating loss for the 2001 period included a charge of $2.1 million to establish a reserve for amounts due from a financially distressed steel company. Excluding this charge, the operating loss was ($13.3) million, or ($56) per ton for the three months ended January 31, 2001.

~~The~~ Interest ~~following~~and ~~table~~other ~~sets~~income ~~forth~~(expense), net was $0.4 million for the ~~percentage~~three months ofended January 31, 2002 compared to ($9.2) million for the three months ended January 31, 2001. In the 2001 period WCI’s ~~net~~recorded ~~tons~~a ~~shipped~~charge of $10.5 million to write down the carrying value of Acme Metals, Inc. 10.875% Senior ~~various~~Unsecured ~~markets~~Notes owned by WCI. Interest income was $46,000 for the ~~nine~~three months ended January 31, 2002 compared to interest income of $1.2 million for the three months ended ~~July~~January 31, 2001. ~~and~~The ~~July~~decrease in interest income was due primarily to lower cash balances for the three months ended January 31, ~~2000~~2002 compared to the three months ended January 31, 2001.

		Nine Months Ended
		July 31,
Customer Category		2001			2000
	Conversion / further processing		50.3	%		49.4	%
	Steel service centers		19.7	%		25.3	%
	Construction		15.4	%		11.8	%
	Electrical equipment		4.9	%		5.0	%
	Direct automotive		5.0	%		4.9	%
	Other		4.7	%		3.6	%
Total			100.0	%		100.0	%

As a result of the items discussed above, the Company had a loss before taxes of $25.6 million for the three months ended January 31, 2002 compared to a loss before taxes of $32.5 million for the three months ended January 31, 2001.

~~Gross~~ Effective ~~margin (loss) (sales less cost of products sold) was ($8.4) million for the nine months ended July~~November 311, ~~2001 compared to gross margin of $65.4 million for the nine months ended July 31~~1998, ~~2000. The decrease in gross margin reflects~~ the ~~lower~~Company ~~shipping~~was ~~volume~~designated ~~and~~as ~~transaction~~a ~~prices discussed above and~~qualified ~~higher~~subchapter ~~per~~S ~~ton~~subsidiary ~~production~~by ~~costs resulting from significantly lower production volume and its effect on fixed operating costs per ton~~Renco. ~~Production~~Accordingly, ~~volume during~~ the ~~nine~~Company ~~months~~is ~~ended~~generally ~~July 31, 2001 was approximately 73% of operating~~not ~~capacity~~subject ~~compared~~ to ~~approximately~~income ~~94% in the 2000 period~~taxes.

~~Operating~~Liquidity income (loss) was ($41.7) million, or ($55) per ton, for the nine months ended July 31, 2001 compared to operating income of $35.3 million, or $36 per ton, for the nine months ended July 31, 2000. The decrease in operating income for the 2001 period reflects the lower gross margin discussed above along with a charge of $3.9 million associated with YSC’s indefinite idling of its operating facility on July 15, 2001 (See “Note 5: Asset Impairment and ~~Related~~Capital ~~Charges” above) and a charge of $2.1 million to~~Resources ~~establish a reserve for amounts due from a financially distressed steel company~~ ~~(See “Note 4: Other Matters” above). Excluding these charges, the operating~~ ~~loss was ($35.7) million, or ($47) per ton for the nine months ended July 31, 2001.~~

11 WCI’s liquidity requirements result from capital investments, working capital requirements, postretirement health care and pension funding, interest expense and, to a lesser extent, principal payments on its indebtedness. The Company’s primary sources of liquidity as of January 31, 2002 consisted of cash and cash equivalents of $1.8 million and available borrowing under its $100 million revolving credit agreement (Revolver).

~~Table of Contents~~11

InterestTable income and other income (expense), net was ($7.8) million for the nine months ended July 31, 2001 compared to income of $6.6 million for the nine months ended July 31, 2000. In the 2001 period WCI recorded a charge of $10.5 million to write down the carrying value of Acme Metals, Inc. 10.875% Senior Unsecured Notes owned by WCI. In the 2000 period, the Company recorded a gain of $2.8 million as a result of an agreement with the United Steelworkers, which permitted the Company to pay certain medical benefits from assets in a trust previously restricted for other benefits. Interest income was $2.4 million for the nine months ended July 31, 2001 compared to interest income of $3.4 million for the nine months ended July 31, 2000. The decrease in interest income was due primarily to lower cash balances and lower interest rates in the 2001 period compared to the 2000 period. Contents

As The Revolver has a ~~result~~maximum borrowing limit of ~~the~~$100 million, ~~items~~is ~~discussed~~secured ~~above,~~by inventories ~~the~~and ~~Company~~receivables ~~had~~and asubject ~~loss~~to ~~before~~eligibility requirements, as defined ~~taxes~~therein, ofand ~~$73.4 million~~expires ~~for~~on ~~the~~December 29, ~~nine~~2003. ~~months~~As ~~ended~~of ~~July~~January 31, ~~2001~~2002, ~~compared~~the toCompany ~~income~~had ~~before~~borrowing ~~taxes~~availability of $1865.05 million ~~for~~based ~~the~~on ~~nine~~eligible ~~months~~inventories ~~ended~~and receivables ~~July~~net of $10.2 ~~31,~~million ~~2000~~borrowings outstanding and $14.9 million in letters of credit outstanding or committed and subject to a $25 million minimum borrowing availability covenant.

~~Effective~~Cash ~~November 1,~~from ~~1998, the Company was designated as a qualified~~Operations ~~subchapter S subsidiary by Renco. Accordingly, the Company is generally not~~ ~~subject to income taxes.~~

~~Liquidity~~ Cash provided (used) by operating activities was ($36.4) million for the three months ended January 31, 2002 compared to ($22.2) million for the three months ended January 31, 2001. The decreased operating cash flow for the 2002 period compared to the 2001 period resulted primarily from a decrease in income before taxes (after adjusting the 2001 period loss to exclude non-recurring, non-cash charges) and ~~Capital~~changes ~~Resources~~in working capital.

~~WCI’s~~Capital ~~liquidity requirements result from capital investments, working~~Expenditures ~~capital requirements, postretirement health care and pension funding, interest~~ ~~expense and, to a lesser extent, principal payments on its indebtedness. WCI~~ has met these requirements in each fiscal year since 1992 from cash balances and cash provided by operating activities. The Company’s primary sources of liquidity as of July 31, 2001 consisted of cash and cash equivalents of $45.9 million and available borrowing under its $100 million revolving credit agreement (“Revolver”).

~~The~~ Capital ~~Revolver~~expenditures ~~has~~were a$4.2 million ~~maximum~~and ~~borrowing limit of~~ $~~100~~2.2 million, isfor ~~secured~~the bythree ~~eligible~~months ~~inventories~~ended ~~and receivables~~January 31, as2002 ~~defined therein,~~ and ~~expires on December~~January ~~29, 2003. As of July~~ 31, 2001, ~~WCI~~respectively. ~~had no borrowings outstanding~~Capital ~~under~~expenditures ~~the~~are ~~Revolver,~~expected ~~with~~to abe ~~borrowing~~approximately ~~limit of~~ $~~81.5~~9 million ~~based~~for onall ~~eligible~~of fiscal 2002. ~~inventories~~At ~~and~~January 31, ~~receivables~~2002, ~~net~~the ofCompany ~~$14.2 million~~had incommitments ~~letters~~for ofcapital ~~credit~~expenditures of ~~outstanding~~approximately ~~or committed~~$1.8 million.

~~Cash~~Debt ~~(used) provided by operating activities was ($35.6) million for nine~~Covenants ~~months ended July 31, 2001 compared to $34.2 million for the 2000 period. The~~ ~~decreased operating cash flow in the 2001 period compared to the 2000 period~~ ~~resulted primarily from a decrease in income before taxes excluding non-cash charges offset somewhat by changes in working capital.~~

~~Capital~~ The ~~expenditures~~Revolver ~~were~~and ~~$8.2 million~~the indenture governing WCI’s 10% Senior Secured Notes due 2004 contain numerous covenants and ~~$12.4 million~~prohibitions ~~during~~that limit the ~~nine~~financial ~~months~~activities ~~ended~~of ~~July 31~~the Company, ~~2001~~including requirements that the Company satisfy certain financial ratios and ~~2000,~~limitations ~~respectively~~on the incurrence of additional indebtedness. ~~Capital~~On ~~expenditures~~January 25, ~~are~~2002 the Company and its lenders under the Revolver ~~expected~~agreed to beamend ~~approximately~~the loan agreement to require the Company to maintain a minimum net worth, as defined, of not less than the following for each period indicated: negative $15225 million ~~for~~through ~~all~~January 31, of2002, ~~fiscal~~negative ~~2001.~~$240 million ~~The~~from February 1, ~~Company~~2002 through April 30, 2002, negative $255 million from May 1, 2002 ~~expects~~through toJuly 31, ~~reline~~2002, ~~its~~and ~~blast~~negative ~~furnace~~$260 million ~~during~~on August 1, 2002 and thereafter. In addition, the ~~third~~Company ~~calendar~~is ~~quarter~~required ofto ~~2002~~maintain minimum atavailability anunder ~~estimated~~the ~~cost~~Revolver of $1525 million. ~~Management~~The ~~has~~ability ~~funded~~of the Company’s to ~~capital~~meet ~~expenditures~~its indebt ~~2001~~service requirements and ~~2000~~to ~~through~~comply ~~cash~~with ~~balances~~such ~~and~~covenants ~~cash~~will ~~provided~~be bydependent upon future operating ~~activities.~~performance Atand ~~July 31~~financial results of the Company, ~~2001~~which will be subject to financial, economic, political, competitive and other factors affecting the Company, ~~had~~many ~~commitments~~of ~~for capital~~which ~~expenditures~~are ofbeyond ~~approximately~~its $5control.~~9 million.~~

~~The Revolver and the indenture governing WCI’s 10% Senior Secured Notes~~Dividends ~~due 2004 (“Senior Secured Notes”) contain numerous covenants and prohibitions~~ ~~that limit the financial activities of the Company, including requirements that~~ the Company satisfy certain financial ratios. The Revolver requires the Company to maintain a minimum net worth, as defined, of not less than a negative $200 million. The ability of the Company to meet its debt service requirements and to comply with such covenants will be dependent upon future operating performance and financial results of the Company, which will be subject to financial, economic,

12 The Company paid no dividends and was not permitted to do so under the Senior Secured Notes indenture during the three months ended January 31, 2002. The Company does not expect to be permitted to pay dividends for the foreseeable future based on limitations under the Senior Secured Notes indenture.

~~Table~~Defined ofBenefit ~~Contents~~Pension Plan

~~political~~ The Company has a defined benefit pension plan (DBP) which covers substantially all bargained for employees. The Company expects to contribute approximately $29.6 million, ~~competitive~~$26.3 million and ~~other~~$21.1 million ~~factors affecting~~to the ~~Company~~DBP during 2002, ~~many~~2003 ofand 2004, respectively, which ~~are~~is ~~beyond~~expected ~~its~~to ~~control~~satisfy the minimum funding requirements of ERISA for those periods. This funding reflects the results of the actuarial valuation completed as of November 1, 2001. Due primarily to the reduction in the offset from the frozen defined contribution plan resulting from adverse investment experience and from changes in the status of plan participants different from

~~The Company paid no dividends and was not permitted to do so under the~~12 ~~Senior Secured Notes indenture during the nine months ended July 31, 2001. The~~ ~~Company does not expect to be permitted to pay dividends for the foreseeable~~ ~~future based on limitations under the Senior Secured Notes indenture.~~

PostretirementTable Benefitof Plans Contents

~~The~~assumptions the Company’s ~~provides~~projected ~~postretirement~~benefit ~~health~~obligation ~~care~~increased ~~and~~from ~~life insurance~~$98.7 ~~benefits~~million toas ~~substantially~~reported ~~all~~in ~~employees who retire from~~ the Company’s ~~upon meeting~~10-K ~~certain~~as ~~age and length~~ of ~~service eligibility requirements. As a result of the collective bargaining agreement effective September~~October 131, ~~1999,~~2001 ~~the Company was permitted~~ to ~~pay current claims up to~~ $8114.8 9 million ~~from~~and acaused ~~trust. That~~an ~~limit~~increase ~~was~~in ~~reached during~~ the ~~three~~minimum ~~months ended July 31, 2001 which will now require the Company to pay claims from corporate assets~~funding. ~~Claims~~The ~~paid by the~~ Company ~~or trust totaled~~ contributed $47.02 million, $4.42 million and $36.47 million to the DBP during the ~~nine~~ ~~months~~fiscal years ended ~~July~~October 31, 2001, ~~and fiscal years~~ 2000 and 1999, respectively.

~~The~~Accounting ~~Company has a defined benefit pension plan (“DBP”) which covers~~Standards ~~substantially all bargained for employees. The Company expects to contribute~~ ~~approximately $7.2 million, $24.6 million and $15.4 million to the plan during~~ 2001, 2002 and 2003, respectively, which is expected to satisfy the minimum funding requirements of ERISA for those periods. The Company contributed $5.4 million, $4.2 million and $6.7 million to the plan during the nine months ended July 31, 2001 and fiscal years 2000 and 1999, respectively.

In July 2001, the Financial Accounting Standards Board (FASB) issued Statement No. 142, Goodwill and Other Intangible Assets. Statement 142 requires that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead tested for impairment at least annually in accordance with the provisions of Statement 142. The Company adopted Statement 142 effective November 1, 2001. The adoption of Statement 142 did not have a material effect on either financial position or results of operation.

In ~~July~~ August 2001, the ~~Financial~~FASB ~~Accounting Standards Board~~ issued Statement No. ~~141~~143, ~~Business~~Accounting ~~Combinations,~~for ~~and~~Asset Retirement Obligations. Statement ~~No. 142,~~143 ~~Goodwill~~applies ~~and~~to ~~Other~~legal obligations associated ~~Intangible~~with ~~Assets.~~the ~~Statement~~retirement ~~141~~of certain long-lived assets. It requires ~~that~~companies to record the ~~purchase~~fair ~~method~~value of ~~accounting~~ bethe ~~used~~liability for ~~all~~an ~~business~~asset ~~combinations~~retirement ~~initiated~~obligation ~~after~~in ~~June 30, 2001~~the asperiod ~~well~~in aswhich ~~all~~it ~~purchase~~is ~~method~~incurred. ~~business~~When ~~combinations~~the ~~completed~~liability ~~after~~is ~~June 30~~initially recorded, the ~~2001.~~company ~~Statement~~capitalizes ~~142~~a ~~will~~cost ~~require~~by ~~that~~increasing ~~goodwill~~the ~~and~~carrying ~~intangible~~amount ~~assets~~of ~~with~~the related ~~indefinite~~long-lived ~~useful~~asset. ~~lives~~Over notime, ~~longer~~the beliability ~~amortized,~~is ~~but~~accreted ~~instead~~to ~~tested~~its ~~for~~present value each ~~impairment~~period, atand ~~least~~the ~~annually~~capitalized incost ~~accordance~~is ~~with~~depreciated over the ~~provisions~~useful life of ~~Statement~~the ~~142~~related asset. ~~The~~Upon ~~Company~~settlement isof ~~required~~the toliability, ~~adopt~~ the ~~provisions~~company ofeither ~~Statement~~settles ~~141~~the ~~immediately,~~obligation ~~and~~for ~~Statement~~its ~~142~~recorded ~~effective~~amount ~~November 1,~~or ~~2002.~~incurs ~~The~~a ~~adoption~~gain ~~of Statement~~or ~~141~~loss ~~and~~upon settlement. Statement ~~142~~143 is ~~not~~required ~~expected~~ to ~~have~~be aadopted ~~material~~in fiscal years beginning after June 15, 2002. WCI has not yet determined the effect, onif any, that adopting Statement 143 ~~either~~will ~~financial~~have ~~position~~on orfuture ~~results~~earnings ofand ~~operation~~financial position.

In ~~June 1998~~August 2001, the ~~Financial~~FASB ~~Accounting Standards Board~~ issued Statement ~~of Financial Accounting Standards~~ No. ~~133~~144, “Accounting for Impairment ~~Derivative~~or ~~Instruments and~~Disposal ~~Hedging~~of ~~Activities”~~Long-Lived ~~(“FAS133”)~~Assets. InThis ~~June 2000,~~statement ~~the~~establishes ~~Financial~~a ~~Accounting~~single ~~Standards~~accounting ~~Board~~model ~~issued Statement of Financial Accounting Standards No. 138, “Accounting~~ for ~~Derivative~~long-lived ~~Instruments~~assets ~~and~~to ~~Hedging~~be ~~Activities~~disposed ~~an amendment~~ of ~~FASB~~ ~~Statement~~by ~~No. 133,”~~sale ~~(“FAS138”) which amended FAS133~~ and ~~added~~provides additional implementation guidance for ~~certain~~ ~~derivative instruments and hedging activities. The new standard, FAS133 as amended by FAS138, requires recognition of all derivatives as either~~ assets or ~~liabilities at fair value. One of the primary amendments~~ to ~~FAS133,~~be ~~which is~~held ~~covered~~and byused ~~FAS138 establishes a “normal purchases~~ and ~~normal~~assets ~~sales” exception. This exception permits companies~~ to ~~exclude contracts which provide~~ ~~for~~be ~~the~~disposed ~~purchase or sale~~ of ~~something~~ other than ~~a financial or derivative instrument that will be delivered in quantities expected to be used or sold~~ by ~~the~~ ~~entity over a reasonable period of time in the normal course of business operations~~sale. ~~The~~WCI ~~Company~~ adopted ~~FAS133~~the asStatement ~~amended by FAS138~~ effective November 1, ~~2000~~2001. ~~The~~There ~~Company~~was ~~has~~no ~~forward~~financial ~~purchase~~implication ~~contracts~~related ~~for~~to ~~certain energy and coating metal commodities that qualify for~~ the ~~“normal~~adoption ~~purchase exception” provisions~~ of ~~FAS138~~Statement No. 144, ~~The~~and ~~adoption~~the ofguidance ~~FAS133~~will asbe ~~amended~~applied ~~by FAS138 had no material effect~~ on ~~either~~a ~~financial~~prospective ~~position or results of operations~~basis.

13Outlook

~~Table~~ During the last four years steel imports into the U.S. have adversely affected shipping volume and has contributed significantly to the depressed pricing environment in the current market. During this period, WCI and the steel industry have filed various trade cases against hot-rolled and cold-rolled carbon steel flat products from various countries (certain of ~~Contents~~which are pending before the ITC) in response to this increase in imports. While various duties have been imposed on these products from certain countries, to date these duties have been ineffective in reducing overall steel imports to the U.S.

~~Outlook~~ As a result of the distortion of steel supply created by the surge of imports of flat rolled steel products and the lower demand for steel products during 2001 due to the slumping economy, competition has intensified in the Company’s high carbon and alloy product markets, particularly from minimills. This increased competition has influenced the pricing structure of these products and has reduced the premium WCI is currently able to receive on these products compared to commodity products.

~~The~~ In ~~domestic~~response ~~steel market continues~~ to bethe ~~negatively~~surging ~~impacted by high levels of steel~~ imports, ~~and~~in aJune ~~general~~2001 ~~slowing of~~ the ~~economy~~U.S. ~~However~~Trade Representative, ~~the recent~~at ~~interest rate cuts by~~ the ~~Federal~~direction ~~Reserve~~of ~~are~~President ~~expected~~Bush, torequested ~~strengthen~~an ~~the~~investigation ~~economy~~by ~~and~~the ~~lead~~International toTrade ~~increased~~Commission ~~steel~~under ~~consumption~~Section 201 ~~early~~of ~~next~~the ~~year.~~Trade InAct ~~addition, service~~of ~~center inventories and car and light truck inventories have dropped~~1974 ~~significantly~~to ~~from~~determine ~~their~~whether ~~recent~~steel ~~highs.~~is ~~While~~being weimported ~~are~~into ~~encouraged by both~~ the ~~preliminary~~ ~~and final determinations recently announced by the~~ U.S. ~~Department of~~in ~~Commerce~~such ~~regarding~~quantities ~~the importation of hot-rolled carbon steel products, and~~as ~~the initiation of a Section 201 International Trade Commission investigation, imports are expected~~ to ~~continue~~be ~~to supply~~ a ~~significant portion of domestic~~ ~~steel demand which will result in continued price pressure.~~

~~The Company’s order entry rate has stabilized and the Company expects~~13 ~~shipping volume to be flat in the fourth fiscal quarter of 2001 compared to the~~ ~~third quarter. Selling prices are expected to decline slightly in the fourth~~ ~~quarter compared to the third quarter due to decreases in prices for cold~~ rolled and galvanized products. Custom products are expected to comprise approximately 50% of shipments in the fourth quarter compared to 52.4% in the third quarter. Per ton production costs are expected to increase slightly in the fourth quarter compared to the third quarter due to increased maintenance costs and natural gas prices and the cost of idling certain finishing facilities periodically during the quarter. As a result, the Company expects to incur a loss in the fourth quarter that is larger than that reported in the third quarter.

Forward-LookingTable Statements of Contents

~~This~~substantial ~~report includes “forward-looking statements” which involve known and unknown risks, uncertainties and other important factors that could~~ cause ~~the actual results, performance or achievements~~ of ~~the~~serious ~~Company~~injury to ~~differ~~the ~~materially from~~U.S. ~~any~~steel ~~future results, performance or achievements expressed or implied by such forward-looking statements~~industry. ~~Such~~This ~~risks, uncertainties and other important~~request ~~factors~~included ~~include,~~the ~~among~~investigation ~~others:~~of ~~general~~carbon ~~economic~~ and ~~business~~alloy ~~conditions; increasing~~flat ~~industry~~rolled ~~capacity~~products ~~and~~among ~~levels of imports of steel or steel products;~~other ~~industry~~products. ~~trends~~On October 22, ~~including~~2001 ~~product~~the ~~pricing;~~ITC ~~competition;~~determined ~~currency~~that ~~fluctuations;~~ the ~~loss~~requisite ofinjury ~~any significant customers; availability of qualified personnel;~~had ~~major~~been ~~equipment~~demonstrated ~~failures;~~related ~~changes in, or the failure or inability~~ to ~~comply with,~~carbon ~~government~~and ~~regulation,~~alloy ~~including~~slabs, ~~without limitation~~hot-rolled, ~~environmental regulations;~~cold-rolled and coated ~~the outcome of legal matters~~products. These ~~forward-looking statements~~determinations ~~speak~~pertain ~~only as of the date of this report. The Company expressly disclaims any obligation or undertaking~~ to ~~disseminate~~imports ~~any~~from ~~updates~~all ~~or revisions~~countries toexcept ~~any~~Canada. ~~forward-looking~~On ~~statement~~December 19, ~~contained~~2001 ~~herein to reflect any change in~~ the ~~Company’s~~ ~~expectations~~ITC ~~with~~forwarded ~~regard~~its ~~thereto~~remedy ~~or any change in events, conditions~~recommendations orto ~~circumstances~~President ~~on which any such statement is based~~Bush.

~~ITEM~~ On 3March 5, 2002 President Bush issued his remedy regarding the Section 201 investigation. ~~QUANTITATIVE~~This ~~AND~~remedy ~~QUALITATIVE~~includes ~~DISCLOSURES~~a ~~ABOUT~~tariff ~~MARKET~~rate ~~RISK~~quota on carbon and alloy slabs of 30% in excess of 5.4 million tons per year adjusting over a three year period to 18% on imports in excess of 6.4 million tons and a 30% tariff on hot-rolled, cold-rolled and coated sheet and strip declining over a three year period to 18%. These remedies pertain to imports from all countries except Canada, Mexico, Jordan, Israel and certain developing countries and is expected to be effective on or about March 20, 2002.

~~The~~ For ~~Company~~the islonger ~~exposed~~term, tothe ~~commodity~~shipping ~~price~~levels ~~risk~~and ~~with~~realized ~~respect~~selling toprices ~~natural~~of ~~gas~~WCI ~~and~~products ~~zinc.~~will ~~The~~be ~~Company~~influenced ~~uses~~by ~~forward~~the ~~purchase~~levels ~~contracts~~of toimported ~~manage~~steel, the ~~volatility~~strength of the ~~related~~manufacturing tosector ~~these~~of ~~exposures.~~the Nodomestic ~~contracts~~economy ~~are~~and ~~entered~~production ~~into~~capacity ~~for~~changes ~~speculative~~by ~~purposes~~domestic competitors. ~~The~~Domestic ~~Company’s~~flat ~~market~~rolled ~~risk~~steel production capacity has ~~not~~been reduced ~~changed~~by ~~materially~~the ~~from~~closing ~~that~~of seven producers during the past two years with total ~~reported~~hot instrip mill capacity of 16.7 million tons. This has contributed to the ~~Company’s~~recent increase ~~10-K~~in ~~for~~order intake discussed below. The impact of this closed capacity may be reversed if the ~~fiscal~~facilities ~~year~~are ~~ended~~restarted ~~October 31,~~as ~~2000~~has frequently happened with idled steel capacity in the past.

14 WCI has experienced a significant increase in its order intake rate and backlog beginning in December 2001 which has resulted from the expectation of lower imports due to the pending Section 201 investigation, the recent closure of a competitor, a conclusion to inventory reductions by customers and the beginning of an economic recovery. WCI’s order backlog was approximately 250,000 tons at January 31, 2002 compared to 135,000 tons at October 31, 2001. With the increasing order entry rate and backlog, the Company and most other flat rolled steel producers announced price increases effective during the second calendar quarter 2002 totaling $50 per ton on hot-rolled, $30 per ton on cold-rolled, and $20 per ton on galvanized products. Due to these factors, the Company expects shipping volume in the second quarter 2002 to be approximately 315,000 tons and the third quarter 2002 to be approximately 330,000 tons. WCI expects net sales per ton shipped to be flat in the second quarter compared to the first quarter with net selling prices rising and being offset by lower revenue from steam sales to the LTV coke plant adjacent to WCI’s facility. Net sales per ton shipped are expected to increase by approximately $25 in the third quarter compared to the second quarter. In addition, WCI expects cost of products sold per ton to decline approximately 7% in the second quarter compared to the first quarter as capacity utilization increases and inventory valuation reserves are reduced. Despite these improvements, WCI expects to incur a significant net loss during fiscal 2002 for which WCI believes it has adequate availability of cash resources to maintain operations through at least fiscal 2002. However, if the volume or price increases expected to be realized during the second and third quarters of fiscal 2002 are not realized or sustained for the balance of fiscal 2002, it is likely that WCI will not have adequate availability under its existing financing arrangements and will require additional sources of financing. WCI cannot assure that it has the ability to obtain such additional financing, or what the terms of any additional financing might be. Failure to obtain additional financing in these circumstances would likely have a material adverse effect on WCI’s operations. For periods beyond fiscal 2002, further price improvements will be necessary for the Company to have sufficient cash resources to maintain its operations.

~~Table~~Forward-Looking ~~of Contents~~Statements

~~PART~~ This IIreport includes “forward-looking ~~OTHER~~statements” ~~INFORMATION~~which involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of the Company to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Such risks, uncertainties and other important factors include, among others: general

~~WCI STEEL, INC.~~14

ITEMTable 1.of LEGAL PROCEEDINGSContents

~~For~~economic ~~information~~and asbusiness toconditions; demand for Company products; changes in industry capacity and levels of imports of steel or steel products; outcome of Section 201 investigation; industry trends, including product pricing; competition; currency fluctuations; the loss of any significant customers; availability of qualified personnel; major equipment failures; changes in, or the failure or inability to comply with, government regulation, including, without limitation, environmental ~~matters~~regulations; and the outcome of legal matters. These forward-looking statements speak only as toof the ~~employee~~date of this report. The ~~litigation~~Company ~~described~~expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in the Company’s ~~Form 10-K~~expectations ~~for~~with ~~the~~regard ~~year~~thereto ~~ended~~or ~~October 31,~~any ~~2000~~change in events, ~~see~~conditions ~~Part~~or I,circumstances ~~Note~~on 3which toany ~~Item 1,~~such ~~Financial~~statement ~~Statements~~is based.

ITEM 63. ~~EXHIBITS~~QUANTITATIVE ~~and~~AND ~~REPORTS~~QUALITATIVE ONDISCLOSURES ~~FORM~~ABOUT ~~8-K~~MARKET RISK

(a)		Exhibits:
		None
(b)		Reports on Form 8-K:
		None

The Company is exposed to commodity price risk with respect to natural gas and zinc. The Company uses forward purchase contracts to manage the volatility related to the exposure. No contracts are entered into for speculative purposes. The Company’s market risk has not changed materially from that reported in the Company’s 10-K for the fiscal year ended October 31, 2001.

~~WCI~~PART ~~STEEL,~~II ~~INC.~~— OTHER INFORMATION

~~SIGNATURES~~WCI STEEL, INC.

~~Pursuant~~ITEM to1. ~~the~~LEGAL ~~requirements of the Securities Exchange Act of 1934, the~~PROCEEDINGS ~~registrant has duly caused this report to be signed on its behalf by the~~ ~~undersigned thereunto duly authorized.~~

~~WCI~~ For ~~STEEL~~information as to the environmental matters and as to the employee litigation described in the Company’s Form 10-K for the year ended October 31, 2001, ~~INC~~see Part I, Item 3. ~~(registrant)~~

~~Date:~~ITEM ~~August 30, 2001 /S/ JOHN P~~6. ~~JACUNSKI~~EXHIBITS ~~John P. Jacunski Vice President~~ and ~~Chief~~REPORTS ~~Financial~~ON ~~Officer~~FORM ~~(principal financial officer)~~8-K

	(a)		Exhibits:

			None

	(b)		Reports on Form 8-K:

			None

WCI STEEL, INC.

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.

WCI STEEL, INC.
(registrant)


Date: March 7, 2002		/S/ JOHN P. JACUNSKI
		John P. Jacunski Vice President and Chief Financial Officer (principal financial officer)

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