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FORM 10-Q
PART I — FINANCIAL INFORMATION
	ITEM 1. FINANCIAL STATEMENTS
		CONSOLIDATED BALANCE SHEETS
		CONSOLIDATED STATEMENTS OF OPERATIONS
		CONSOLIDATED STATEMENT OF CASH FLOWS
		CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
	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
	ITEM 1. LEGAL PROCEEDINGS
	ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
	ITEM 6. EXHIBITS and REPORTS ON FORM 8-K
SIGNATURES
EXHIBIT INDEX
EX-10.4.13 - AMENDED/RESTATED LOAN/SECURITY AGRMT.

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

For the quarterly period ended January 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)

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)

(330) 841-8302 (Registrant’s telephone number, including area 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.

[ ] Yes [X] No

As of February 22, 2001, the registrant had 100 shares of its common stock, no par value, $.01 stated value, outstanding.

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

For the quarterly period ended April 30, 2001.

or

[ ]		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)


Ohio		34-1585405

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

1040 Pine Ave., S.E.,
Warren, Ohio		44483-6528

(Address of principal executive offices)		(Zip Code)


(330) 841-8302

(Registrant’s telephone number, including area code)

[ ] Yes [X] No

As of May 24, 2001, the registrant had 100 shares of its common stock, no par value, $.01 stated value, outstanding.

WCI STEEL, INC. AND SUBSIDIARIES

INDEX

PART I FINANCIAL INFORMATION	Page No.
		Page No.
Item 1. Financial Statements
PART I	FINANCIAL INFORMATION
Consolidated Balance Sheets as of January 31, 2001	3
Item 1.	Financial Statements
and October 31, 2000.
	Consolidated Balance Sheets as of April 30, 2001 and October 31, 2000.		3
Consolidated Statements of Operations for the three	4
	Consolidated Statements of Operations for the three and six months ended April 30, 2001 and 2000.		4
months ended January 31, 2001 and 2000.
	Consolidated Statements of Cash Flows for the six months ended April 30, 2001 and 2000.		5
Consolidated Statements of Cash Flows for the three	5
	Notes to Consolidated Financial Statements.		6
months ended January 31, 2001 and 2000.
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		9
Condensed Notes to Consolidated Financial Statements	6
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		15
Item 2. Management’s Discussion and Analysis of Financial
PART II	OTHER INFORMATION
Condition and Results of Operations	9
Item 1.	Legal Proceedings		16
Item 3. Quantitative and Qualitative Disclosures About Market Risk	13
Item 4.	Submission of Matters to a Vote of Security Holders		16
PART II OTHER INFORMATION
Item 6.	Exhibits and Reports on Form 8-K		16
Item 1. Legal Proceedings	14
	Signatures		17
Item 6. Exhibits and Reports on Form 8-K	14
	Exhibit Index		18
Signatures	15

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

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

				January 31,				October 31,
					April 30,				October 31,
				~~2001~~	2001			~~2000~~	2000
				(Unaudited)
						(Unaudited	)
ASSETS
Current assets
	Cash and cash equivalents			$	~~65,051~~$	67,596		$	~~89,478~~$	89,478
	Accounts receivable, less allowances for doubtful accounts of $2,800 and $750, respectively				45,121				47,599
	Accounts receivable, less allowance for doubtful
	Inventories				96,973				96,171
		accounts of $3,050 and $750, respectively				49,378				47,599
	Prepaid expenses and other current assets				1,173				1,076
	Inventories					87,042				96,171
		Total current assets			208,318				234,324
	Prepaid expenses and other current assets					1,149				1,076
Property, plant and equipment, net					199,777				202,578
			Total current assets			205,165				234,324
Intangible pension asset, net					24,084				25,677
Property, plant and equipment, net						193,756				202,578
Other assets, net					7,106				15,597
Intangible pension asset, net						22,490				25,677
		Total assets		$	439,285			$	478,176
Other assets, net						6,167				15,597
LIABILITIES and SHAREHOLDER’S EQUITY
			Total assets		$	427,578			$	478,176
Current liabilities Current portion of long-term debt				$	130			$	128
LIABILITIES and SHAREHOLDER’S EQUITY
	Accounts payable				43,681				47,201
Current liabilities
	Accrued liabilities				42,910				50,571
	Current portion of long-term debt				$	131			$	128
		Total current liabilities			86,721				97,900
	Accounts payable					41,824				47,201
Long-term debt, excluding current portion					301,219				301,252
	Accrued liabilities					59,329				50,571
Postretirement health care benefits					114,532				111,584
			Total current liabilities			101,284				97,900
Pension benefits					37,616				36,313
Long-term debt, excluding current portion						301,186				301,252
Other liabilities					12,336				11,756
Postretirement health care benefits						114,410				111,584
		Total liabilities			552,424				558,805
Pension benefits						33,781				36,313
Shareholder’s equity (deficit) Preferred stock, par value $1,000 per share, 5,000 shares authorized, none issued					—				—
Other liabilities						12,264				11,756
Common stock, no par value, stated value $.01 per share, 40,000,000 shares authorized, 100 shares issued and outstanding					—				—
			Total liabilities			562,925				558,805
Additional paid-in capital					279				279
Shareholder’s equity (deficit)
Accumulated deficit					(113,418	)			(80,908	)
	Preferred stock, par value $1,000 per share, 5,000
		Total shareholder’s equity (deficit)			(113,139	)			(80,629	)
		shares authorized, none issued				—				—
Commitments and contingencies					—				—
	Common stock, no par value, stated value $.01 per
		Total liabilities and shareholder’s equity (deficit)		$	439,285			$	478,176
		share, 40,000,000 shares authorized, 100 shares
		issued and outstanding				—				—
	Additional paid-in capital					279				279
	Accumulated deficit					(135,626	)			(80,908	)
			Total shareholder’s equity (deficit)			(135,347	)			(80,629	)
Commitments and contingencies						—				—
			Total liabilities and shareholder’s equity (deficit)		$	427,578			$	478,176

See accompanying notes to consolidated financial statements.

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

				Three months ended January 31,
			Three months ended,								Six months ended,
				2001				2000
			April 30,								April 30,
	Net sales			$	98,191			$	141,212
			2001				2000				2001			2000
	Operating costs and expenses Cost of products sold				102,040				119,180
Net sales			$	99,268			$	156,149			$	197,459		$	297,361
		Depreciation and amortization			5,705				5,844
Operating costs and expenses
		Selling, general and administrative expenses			5,821				4,345
	Cost of products sold			101,026				131,208				203,066			250,388
					113,566				129,369
	Depreciation and amortization			5,647				5,801				11,352			11,645
Operating (loss) income					(15,375	)			11,843
	Selling, general and administrative expenses			3,722				4,232				9,543			8,577
Other income (expense) Interest expense					(7,985	)			(7,995	)
	Asset impairment and related charges (note 5)			3,909				—				3,909			—
		Interest income and other (expense) income, net			(9,150	)			3,738
				114,304				141,241				227,870			270,610
					(17,135	)			(4,257	)
Operating income (loss)				(15,036	)			14,908				(30,411	)		26,751
Income (loss) before income taxes					(32,510	)			7,586
Other income (expense)
Income tax (benefit) expense					—				—
	Interest expense			(7,983	)			(7,981	)			(15,968	)		(15,976	)
Net (loss) income				$	(32,510	)		$	7,586
	Interest income and other income (expense), net			811				1,095				(8,339	)		4,833
				(7,172	)			(6,886	)			(24,307	)		(11,143	)
Income (loss) before income taxes				(22,208	)			8,022				(54,718	)		15,608
Income tax (benefit) expense				—				—				—			—
Net income (loss)			$	(22,208	)		$	8,022			$	(54,718	)	$	15,608

See accompanying notes to consolidated financial statements.

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

					Three months ended January 31,
						Six months ended April 30,
					~~2001~~	2001			~~2000~~	2000
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net (loss) income				$	(32,510	)		$	7,586
	Net income (loss)					$	(54,718	)		$	15,608
	Adjustment to reconcile net (loss) income to net cash used by operating activities:
	Adjustment to reconcile net income (loss) to net cash
		Depreciation and amortization				4,966				5,110
		provided (used) by operating activities:
		Amortization of deferred maintenance costs				739				734
			Depreciation and amortization				9,868				10,177
		Amortization of financing costs				323				322
			Amortization of deferred maintenance costs				1,484				1,468
		Postretirement health care benefits				2,948				2,869
			Amortization of financing costs				645				645
		Pension benefits				2,019				1,709
			Postretirement health care benefits				6,626				5,286
		Provision for losses on accounts receivable				2,050				—
			Pension benefits				3,112				4,118
		Impairment of other assets				10,484				—
			Provision for losses on accounts receivable				2,300				—
		Other				32				1,030
			Asset impairment and other charges				14,393				—
	Cash provided (used) by changes in certain assets and liabilities Accounts receivable					428				(4,361	)
			Other				84				1,108
		Inventories				(802	)			(11,950	)
	Cash provided (used) by changes in certain assets and
		Prepaid expenses and other assets				(3,152	)			(332	)
		liabilities
		Accounts payable				(3,520	)			(2,817	)
			Accounts receivable				(4,079	)			(3,551	)
		Accrued liabilities				(6,784	)			(7,212	)
			Inventories				9,129				(3,741	)
		Other liabilities				580				550
			Prepaid expenses and other assets				(3,256	)			(1,628	)
			Net cash used by operating activities			(22,199	)			(6,762	)
			Accounts payable				(5,377	)			(6,359	)
CASH FLOWS FROM INVESTING ACTIVITIES:
			Accrued liabilities				1,574				4,419
	Additions to property, plant and equipment					(2,197	)			(2,768	)
			Other liabilities				508				648
			Net cash used by investing activities			(2,197	)			(2,768	)
				Net cash provided (used) by operating activities			(17,707	)			28,198
CASH FLOWS FROM FINANCING ACTIVITIES:
CASH FLOWS FROM INVESTING ACTIVITIES:
	Principal payments on long-term debt					(31	)			(30	)
	Additions to property, plant and equipment						(4,112	)			(6,103	)
			Net cash used by financing activities			(31	)			(30	)
				Net cash used by investing activities			(4,112	)			(6,103	)
	Net decrease in cash and cash equivalents					(24,427	)			(9,560	)
CASH FLOWS FROM FINANCING ACTIVITIES:
	Cash and cash equivalents at beginning of period					89,478				76,349
	Principal payments on long-term debt						(63	)			(60	)
	Cash and cash equivalents at end of period				$	65,051			$	66,789
	Dividends paid						—				(5,300	)
	Supplemental disclosure of cash flow information Cash paid for interest				$	15,155			$	15,166
				Net cash used by financing activities			(63	)			(5,360	)
		Cash paid for income taxes				—				—
	Net increase (decrease) in cash and cash equivalents						(21,882	)			16,735
	Cash and cash equivalents at beginning of period						89,478				76,349
	Cash and cash equivalents at end of period					$	67,596			$	93,084
	Supplemental disclosure of cash flow information
			Cash paid for interest			$	15,324			$	15,331
			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 six months ended April 30, 2001 and 2000 ( Unaudited )

NOTE 1 : BASIS OF PRESENTATION

WCI Steel, Inc. (“Company” or “WCI”’) is a wholly-owned subsidiary of Renco 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 of management, necessary for a fair statement of results for the interim periods. The results of operations for the three and six months ended ~~January~~April 3130, 2001 are not necessarily indicative of the results to be expected for the full year.

These interim consolidated 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, 2000.

NOTE 2 : INVENTORIES

Inventories are stated at the lower of cost or market. Cost is determined by the last-in, first-out (“LIFO”) method. The composition of inventories at ~~January~~ April 3130, 2001 and October 31, 2000 was as follows:

	January 31,		October 31,
	April 30,		October 31,
	2001		2000
	(Unaudited)
	(Dollars in Thousands)
Raw materials	$	4230,~~739~~952	$	38,873
Finished and semi-finished product		5759,~~706~~039		60,785
Supplies		8979		74
		100,534		99,732
		90,070		99,732
Less LIFO reserve		3,~~561~~028		3,561
	$	9687,~~973~~042	$	96,171

NOTE 3 : ENVIRONMENTAL MATTERS and OTHER CONTINGENCIES

In common with much of the steel industry, the Company’s facilities are 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.

The Company is subject to consent decrees as a result of two civil actions instituted by the Department of Justice, on behalf of the Environmental Protection Agency (“EPA”). These consent decrees require the Company to complete certain supplemental environmental projects estimated to cost approximately ~~between~~ $2.14 million ~~and~~which ~~$2.5 million that~~ 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.

On January 23, 1996, two retired employees instituted an action against the Company and 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 violated certain agreements, the Employee Retirement Income Security Act (“ERISA”), the National Labor Relations Act (“NLRA”) and common law. On July 31, 1997, the court granted the Company’s motion to dismiss this action and entered judgement in favor of the Company and the USWA. On appeal by the plaintiffs in March 1999, the appellate court upheld the dismissal of the claims under ERISA and common law, but reversed the dismissal of the NLRA claim and remanded to the district court for further proceedings. On October 9, 2000 the district court granted the Company'’s motion to dismiss this action and entered judgement in favor of the Company and the USWA. The plaintiffs filed an appeal regarding the court’s decision to dismiss.

In addition to the above-described matters, the Company is 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 Company believes is adequate, based on information currently available, to cover the costs to resolve the above described matters, including remediation, if any, 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.

NOTE 4 : OTHER MATTERS

LTV Corporation (“LTV”) filed for reorganization under Chapter 11 of the United States Bankruptcy Code on December 29, ~~2000.~~ ~~WCI shipped 51,174 tons of steel to LTV Copperweld, a subsidiary of LTV, during fiscal year~~ 2000 ~~representing approximately 4~~.0% of WCI’s ~~total tonnage volume. In addition, WCI~~ supplies steam to an LTV Steel Company coke plant adjacent to WCI’s facility in Warren, Ohio. As a result of the filing, WCI recorded a charge of $2.1 million in the first fiscal ~~quarter~~ quarter of 2001 to reduce the amounts due from LTV to estimated net realizable value. WCI has an ongoing exposure to LTV with respect to the supply of steam from both a credit risk aspect and the uncertainty of actions that LTV may take due to the filing. Cessation of operations at the coke plant or termination of the contract for the supply of steam through reorganization proceedings, could have a material adverse effect on WCI’s results of operations until such time as WCI would be able to install electrical generating equipment to convert the steam to a productive use. During fiscal year 2000, WCI recorded revenue of $10.2 million for the sale of steam to LTV.

OnNOTE ~~September 7,~~5 ~~2000~~: ~~WCI~~ASSET ~~entered~~IMPAIRMENT ~~into a non-binding letter of intent with Acme Steel Company (“Acme Steel”)~~ and ~~Acme~~RELATED ~~Metals~~CHARGES ~~Incorporated (“Acme Metals”), pursuant to which WCI would acquire substantially all of Acme Steel’s assets and assume certain~~ liabilities. Acme Steel, Acme Metals and certain of their affiliates are debtors in a Chapter 11 case pending before the United States Bankruptcy Court for the District of Delaware. Due to the depressed condition of the steel industry and, as a result, Acme Steel’s failure to meet certain conditions in the letter of intent, WCI will not consummate the acquisition of assets under the terms of the letter of intent. WCI continues to have interest in acquiring these assets and is exploring alternatives. Because of the recent performance of Acme Metals and the effect on the underlying value of its assets, WCI recorded a charge of $10.5 million during the quarter ended January 31, 2001 to write down the carrying value of Acme Metals 10.875% Senior Unsecured Notes owned by WCI.

The Youngstown Sinter Company (“YSC”), a wholly-owned subsidiary of WCI, will idle its plant indefinitely effective July 15, 2001. YSC has been in operation since 1991 producing a clinker-type material (“Sinter”) from steelmaking by-products such as slag and ore fines. The sinter is then used as a substitute feed stock in WCI’s blast furnace facility located in Warren, Ohio. WCI recorded a charge of $3.9 million during the three months ended April 30, 2001 to reflect plant idling costs, of which $3.0 million represents the recognition of an impairment in the value of the assets of the facility. The sinter plant may be restarted in the future if economically advantageous.

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

RESULTS OF OPERATIONS

Three Months Ended ~~January~~April 3130, 2001 Compared to Three Months Ended ~~January~~April 3130, 2000.

Net sales for the three months ended ~~January~~April 3130, 2001 were $9899.23 million on ~~237~~ 241,~~023~~131 tons shipped, representing a 3036.54% decrease in net sales and a 2731.31% decrease in tons shipped compared to the three months ended ~~January~~April 3130, 2000. Shipping volume for the 2001 period ~~was~~decreased ~~lower~~ due primarily to ~~continued~~lower ~~high~~customer demand ~~levels~~resulting offrom ~~imported~~a ~~steel~~general ~~and~~slowing ~~lower~~in ~~customer~~the ~~demand~~U.S. economy. Net sales per ~~ton~~ ton shipped decreased 47.46% to $~~414~~412 in the 2001 period compared to $~~433~~446 for the 2000 period, with net selling prices down 711.27% offset somewhat by changes in product mix. Shipments of custom carbon, alloy and electrical steels accounted for 5256.38% of total shipments for ~~both~~the three months ended April 30, 2001 compared to 50.6% for the three months ended ~~January~~April 3130, 2000. On April 30, 2001, WCI’s order backlog was approximately 158,000 net tons compared to approximately 234,000 net tons at April 30, 2000 and ~~the~~144,000 ~~comparable~~net ~~period~~tons ofat October 31, 2000.

OnThe ~~January 31,~~table ~~2001,~~below ~~WCI~~shows the Company’s ~~order~~product ~~backlog~~mix ~~was~~for ~~approximately~~the ~~150,000~~three ~~net~~months ~~tons compared to approximately 276,000 net tons at~~ended ~~January~~April 3130, ~~2000~~2001 and ~~144,000 net tons at October~~April 3130, 2000.

The table below shows the Company’s product mix for the three months ended January 31, 2001 and January 31, 2000.


		Net Tons Shipped				Percent of Total

		Three Months Ended				Three Months Ended
		April 30,				April 30,




		2001		2000		2001			2000

CUSTOM PRODUCTS:




	Hot Rolled		76,847		105,771		31.9	%		30.2	%




	Cold Rolled		4,325		4,658		1.8	%		1.3	%




	Coated products		55,610		66,747		23.1	%		19.1	%

Total Custom Products			136,782		177,176		56.8	%		50.6	%




Total Commodity Products			104,349		172,569		43.2	%		49.4	%

Total Steel Products			241,131		349,745		100.0	%		100.0	%

		Net Tons Shipped				Percent of Total
		Three Months Ended				Three Months Ended
		January 31,				January 31,
		2001		2000		2001			2000
CUSTOM PRODUCTS:
	Hot Rolled		76,963		112,812		32.5	%		34.6	%
	Cold Rolled		4,049		4,047		1.7	%		1.2	%
	Coated products		42,883		53,732		18.1	%		16.5	%
Total Custom Products			123,895		170,591		52.3	%		52.3	%
Total Commodity Products			113,128		155,452		47.7	%		47.7	%
Total Steel Products			237,023		326,043		100.0	%		100.0	%

The following table sets forth the percentage of WCI’s net tons shipped to to various markets for the three months ended ~~January~~April 3130, 2001 and ~~January~~April 3130, 2000.

		Three Months Ended
		January 31,
		April 30,
Customer Category		2001			2000
	Conversion / further processing		5247.10	%		5648.3	%
	Steel service centers		2220.29	%		2226.84	%
	Construction		1116.32	%		811.89	%
	Electrical equipment		45.95	%		54.28	%
	Direct automotive		5.1	%		34.79	%
	Other		45.43	%		3.27	%
Total			100.0	%		100.0	%

Gross margin (loss) (sales less cost of ~~goods~~products sold) was ($31.8) million for the three months ended ~~January~~April 3130, 2001 compared to gross margin of $2224.0 9 million for the three months ended ~~January~~April 3130, 2000. The decrease in gross margin reflects the lower shipping volume and transaction prices discussed above and higher per ton production costs resulting from significantly lower production volume and its effect on fixed operating costs per ton. Production volume during the ~~first~~second quarter of 2001 was approximately 6273% of operating capacity compared to approximately 98% in the 2000 period.

Operating income (loss) was ($15.40) million, or ($6562) per ton, for the three months ended ~~January~~April 3130, 2001 compared to operating income of $1114.8 9 million, or $3643 per ton, for the three months ended ~~January~~April 3130, 2000. The decrease in operating ~~loss~~income for the 2001 period ~~included~~reflects the lower gross margin discussed above along with a charge of $23.19 million toassociated ~~establish~~with YSC’s aannounced ~~reserve~~indefinite ~~for~~idling ~~amounts~~of ~~due~~its ~~from~~operating afacility ~~financially~~by ~~distressed~~July 15, ~~steel company~~2001. (See “Note 45: ~~Other~~Asset ~~Matters~~Impairment and Related Charges” above). ~~The~~Excluding ~~remaining~~the impairment ~~decrease~~charge, inthe operating ~~income~~loss ~~for~~was ~~the~~($11.1) ~~2001~~million, ~~period~~or ~~reflects~~($46) ~~the~~per ~~lower~~ton ~~gross~~for ~~margin~~the ~~discussed~~three ~~above~~months ended April 30, 2001.

~~Interest~~As ~~income~~a ~~and~~result ~~other~~of ~~(expense) income,~~the ~~net~~items ~~was~~discussed ~~($9.2)~~above, ~~million for~~ the ~~three~~Company ~~months~~had ~~ended~~a ~~January 31,~~loss ~~2001 compared to~~before ~~income~~taxes of $322.72 million for the three months ended ~~January~~April 3130, ~~2000. In the~~ 2001 ~~period~~compared ~~WCI recorded a charge of $10.5 million~~ to ~~write down the carrying value of Acme Metals 10.875% Senior Unsecured Notes owned by WCI (See “Note 4: Other Matters” above).~~ Inincome ~~the~~before ~~2000~~taxes ~~period, the Company recorded a gain~~ of $2.8.0 million asfor athe ~~result~~three ofmonths anended ~~agreement with the United Steelworkers~~April 30, ~~which permitted the Company to pay certain medical benefits from assets in a trust previously restricted for other benefits~~2000.

As a result of the items discussed above, the Company had income (loss) before taxes of ($32.5) million for the three months ended January 31, 2001 compared to $7.6 million for the three months ended January 31, 2000.

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.

~~Liquidity~~Six ~~and~~Months ~~Capital~~Ended ~~Resources~~April 30, 2001 Compared to Six Months Ended April 30, 2000.

~~WCI’s~~Net ~~liquidity~~sales ~~requirements~~for ~~result~~the ~~from~~six ~~capital~~months ~~investments~~ended April 30, ~~working~~2001 ~~capital~~were ~~requirements~~$197.5 million on 478,154 ~~postretirement~~tons ~~health~~shipped, ~~care~~representing a 33.6% decrease in net sales and a 29.2% ~~pension~~decrease ~~funding,~~in ~~interest~~tons ~~expense~~shipped ~~and,~~compared to athe ~~lesser~~six ~~extent~~months ended April 30, ~~principal~~2000. Shipping ~~payments~~volume onfor ~~its~~the ~~indebtedness.~~2001 ~~WCI~~period ~~has~~was ~~met~~lower ~~these~~due primarily to lower customer ~~requirements~~demand resulting from a general slowing in ~~each~~the ~~fiscal~~U.S. ~~year~~economy ~~since~~coupled ~~1992~~with ~~from~~high levels ~~cash~~of ~~balances~~imported ~~and~~steel. ~~cash~~Net ~~provided~~sales byper ~~operating~~ton ~~activities~~shipped decreased 6.1% ~~The~~to ~~Company’s~~$413 ~~primary~~in ~~sources~~the of2001 ~~liquidity~~period ascompared ofto ~~January 31~~$440 for the 2000 period, ~~2001~~with ~~consisted~~net selling prices down 9.5% offset somewhat by changes in product mix. Shipments of ~~cash~~custom carbon, alloy and ~~cash~~electrical ~~equivalents~~steels ofaccounted ~~$65~~for 54.~~1 million~~6% ~~and~~of ~~available~~total ~~borrowing~~shipments for ~~under~~the ~~its~~six ~~$100~~months ended April ~~million~~30, ~~revolving~~2001 ~~credit~~compared ~~agreement~~to ~~(Revolver)~~51.4% for the six months ended April 30, 2000.

The ~~Revolver~~table ~~has~~below ashows ~~maximum~~the ~~borrowing~~Company’s ~~limit~~product ofmix ~~$100 million,~~for isthe ~~secured~~six bymonths ~~eligible~~ended ~~inventories and receivables, as defined therein, and expires on December~~April 2930, ~~2003. As of January 31,~~ 2001, ~~WCI had no borrowings outstanding under the Revolver, with a borrowing limit of $81.6 million based on eligible inventories~~ and ~~receivables~~April 30, ~~net of $14~~2000.~~1 million in letters of credit~~ ~~outstanding or committed.~~

Cash used by operating activities was $22.2 million for three months ended January 31, 2001 compared to $6.8 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.


		Net Tons Shipped				Percent of Total

		Six Months Ended				Six Months Ended
		April 30,				April 30,




		2001		2000		2001			2000

CUSTOM PRODUCTS:




	Hot Rolled		153,810		218,583		32.2	%		32.3	%




	Cold Rolled		8,374		8,705		1.8	%		1.3	%




	Coated products		98,493		120,479		20.6	%		17.8	%

Total Custom Products			260,677		347,767		54.6	%		51.4	%




Total Commodity Products			217,477		328,021		45.4	%		48.6	%

Total Steel Products			478,154		675,788		100.0	%		100.0	%

~~Capital~~The ~~expenditures~~following ~~were~~table ~~$2.2 million~~sets ~~and~~forth ~~$2.8 million during~~ the ~~three~~percentage ~~months ended January 31, 2001 and 2000, respectively. Capital expenditures are expected to be approximately $15 million for all~~ of ~~fiscal~~WCI’s ~~2001~~net ~~subject~~tons toshipped ~~the need~~ to ~~reline~~various ~~the~~markets ~~blast~~for ~~furnace. The Company expects to reline~~ the ~~blast furnace in~~ six ~~to eighteen~~ months ~~with~~ended ~~an estimated cost of $10~~April ~~million~~30, ~~to $15 million. Management has funded the Company’s capital expenditures in~~ 2001 and ~~2000 through cash balances and cash provided by operating activities. At January~~April 3130, ~~2001, the Company had commitments for capital expenditures of approximately $1~~2000.~~8 million.~~

The Revolver and the indenture governing WCI’s 10% Senior Secured Notes due 2004 contain numerous covenants and prohibitions that limit the financial activities of the Company, including requirements that the Company satisfy certain financial ratios (including maintaining a minimum net worth, as defined, of a negative $150 million) and limitations on the incurrence of additional indebtedness. 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, political, competitive and other factors affecting the Company, many of which are beyond its control.


		Six Months Ended
		April 30,




Customer Category		2001			2000

	Conversion / further processing		49.5	%		52.2	%




	Steel service centers		21.6	%		24.7	%




	Construction		13.8	%		10.4	%




	Electrical equipment		5.2	%		5.0	%




	Direct automotive		5.1	%		4.3	%




	Other		4.8	%		3.4	%

Total			100.0	%		100.0	%

~~The~~Gross ~~Company~~margin ~~paid~~(loss) no(sales ~~dividends~~less ~~and~~cost of products sold) was ~~not~~($5.6) ~~permitted~~million for tothe dosix somonths ~~under~~ended ~~the~~April 30, ~~Senior~~2001 ~~Secured~~compared ~~Notes~~to ~~indenture~~gross ~~during~~margin ~~the~~of ~~three~~$47.0 million for the six months ended ~~January~~April 3130, ~~2001~~2000. The ~~Company~~decrease ~~does~~in ~~not~~gross ~~expect~~margin reflects tothe belower ~~permitted~~shipping tovolume ~~pay~~and ~~dividends~~transaction ~~for~~prices ~~the~~discussed ~~foreseeable~~above ~~future~~and higher ~~based~~per onton production costs resulting from significantly lower production ~~limitations~~volume ~~under~~and its effect on fixed operating costs per ton. Production volume during the ~~Senior~~six ~~Secured~~months ~~Notes~~ended ~~indenture~~April 30, 2001 was approximately 67% of operating capacity compared to approximately 98% in the 2000 period.

~~Trade~~ Operating ~~Cases~~income (loss) was ($30.4) million, or ($64) per ton, for the six months ended April 30, 2001 compared to operating income of $26.8 million, or $40 per ton, for the six months ended April 30, 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 announced indefinite idling of its operating facility by July 15, 2001 (See “Note 5: Asset Impairment and Related Charges” above) and a charge of $2.1 million to 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 ($24.4) million, or ($51) per ton for the six months ended April 30, 2001.

In July 2000, the U.S. Department of Commerce released a study that found illegal subsidies, dumping and discriminatory practices by foreign governments have distorted steel trade worldwide and harmed U.S. steelworkers and companies. In November 2000, the International Trade Commission concluded that a continuation of existing antidumping and countervailing duty orders on certain steel products from 16 countries was necessary to prevent further injury to the U.S. industry. On November 13, 2000, the domestic steel industry filed trade cases against dumped and subsidized imports of hot rolled carbon steel from 11 countries. On December 28, 2000, the U.S. International Trade Commission determined that there is a reasonable indication that the U.S. industry is materially injured by reason of imports of hot rolled steel products from those 11 subject countries. As a result of the Commission’s affirmative determinations, the U.S. Department of Commerce will continue to conduct its investigations of imports of hot rolled steel products from the 11 countries, with its preliminary countervailing duty determinations due at any time and its preliminary antidumping duty determinations due on or about April 23, 2001.

Interest income and other income (expense), net was ($8.3) million for the six months ended April 30, 2001 compared to income of $4.8 million for the six months ended April 30, 2000. In the 2001 period WCI recorded a charge of $10.5 million to write down the carrying value of Acme Metals 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.

As a result of the items discussed above, the Company had a loss before taxes of $55.1 million for the six months ended April 30, 2001 compared to income before taxes of $15.6 million for the six months ended April 30, 2000.

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.

Liquidity and Capital Resources

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. 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 April 30, 2001 consisted of cash and cash equivalents of $67.6 million and available borrowing under its $100 million revolving credit agreement (Revolver).

The Revolver has a maximum borrowing limit of $100 million, is secured by eligible inventories and receivables, as defined therein, and expires on December 29, 2003. As of April 30, 2001, WCI had no borrowings outstanding under the Revolver, with a borrowing limit of $76.3 million based on eligible inventories and receivables, net of $14.1 million in letters of credit outstanding or committed.

Cash (used) provided by operating activities was ($17.7) million for six months ended April 30, 2001 compared to $28.2 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 expenditures were $4.1 million and $6.1 million during the six months ended April 30, 2001 and 2000, respectively. Capital expenditures are expected to be approximately $15 million for all of fiscal 2001. The Company expects to reline its blast furnace during the second calendar quarter of 2002 at an estimated cost of $10 million to $15 million. Management has funded the Company’s capital expenditures in 2001 and 2000 through cash balances and cash provided by operating activities. At April 30, 2001, the Company had commitments for capital expenditures of approximately $3.1 million.

The Revolver and the indenture governing WCI’s 10% Senior Secured Notes due 2004 contain numerous covenants and prohibitions that limit the financial activities of the Company, including requirements that the Company satisfy certain financial ratios. On April 30, 2001 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 a negative $200 million instead of the previous minimum net worth requirement of not less than a negative $150 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, political, competitive and other factors affecting the Company, many of which are beyond its control.

The Company paid no dividends and was not permitted to do so under the Senior Secured Notes indenture during the six months ended April 30, 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.

Postretirement Benefit Plans

The Company provides postretirement health care and life insurance benefits to substantially all employees who retire from the Company upon meeting certain age and length of service eligibility requirements. As a result of the collective bargaining agreement effective September 1, 1999, the Company is permitted to pay current claims up to $8.8 million from a trust, after which time (expected to occur late in the third fiscal quarter or early in the fourth fiscal quarter of 2001) the Company will be required to pay claims from corporate assets. Claims paid by the Company or trust totaled $2.6 million, $4.4 million and $3.4 million during the six months ended April 30, 2001, and fiscal years 2000 and 1999, respectively.

The Company has a defined benefit pension plan (“DBP”) which covers 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 $4.2 million and $6.7 million to the plan during fiscal 2000 and fiscal 1999, respectively.

Trade Cases

In July 2000, the U.S. Department of Commerce (“DOC”) released a study that found illegal subsidies, dumping and discriminatory practices by foreign governments have distorted steel trade worldwide and harmed U.S. steelworkers and companies. In November 2000, the International Trade Commission (“ITC”) conducted a five-year (sunset) review of certain steel products from 16 countries and concluded that a continuation of existing antidumping and countervailing duty orders on those steel products was necessary to prevent further injury to the U.S. industry. On November 13, 2000, 11 petitioners of the domestic steel industry filed new trade cases against dumped and subsidized imports of hot rolled carbon steel from 11 countries. On December 28, 2000, the ITC determined that there is a reasonable indication that the U.S. industry is materially injured by reason of imports of hot rolled steel products from those 11 subject countries. As a result of the ITC’s affirmative preliminary determination, the trade cases were forwarded to the DOC for further investigation and determination. On February 8, 2001 and again on April 16, 2001 the DOC announced their preliminary affirmative determination of countervailing (government subsidized) duties (“CVD”) against steel producers in 5 countries: Argentina, India, Indonesia, South Africa and Thailand. The CVD’s range from 7% to 40% and require the U.S. Customs Service to collect the penalty fees against the value of the hot rolled steel these countries export to the U.S. In addition, the DOC announced on April 24, 2001 their preliminary affirmative antidumping (sales less than fair value) duty (“AD”) against steel producers from all 11 countries named in the trade case petition: Argentina, India, Indonesia, Kazakhstan, the Netherlands, the People’s Republic of China, Romania, South Africa, Taiwan, Thailand and the Ukraine. The preliminary AD’s range from 2% to 240% against the value of the hot rolled steel these countries export to the U.S. Final determinations by the DOC and ITC, if the date is not extended, are scheduled on July 7, 2001 and August 21, 2001, respectively with issuance of final orders scheduled on August 28, 2001.

Accounting Standards

In June 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“FAS133”). In June ~~2000, the Financial Accounting Standards~~ ~~Board issued Statement of Financial Accounting Standards No. 138, “Accounting for Derivative Instruments and Hedging Activities~~ an amendment of FASB Statement No. 133,” (“FAS138”) which amended FAS133 and added 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, which is covered by FAS138 establishes a “normal purchases and normal sales” exception. This exception permits companies to exclude contracts which provide for the 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. The Company adopted FAS133 as amended by FAS138 effective November 1, 2000. The Company has forward purchase contracts for certain energy and coating metal commodities that qualify for the “normal purchase exception” provisions of FAS138. The adoption of FAS133 as amended by FAS138 had no material effect on either financial position or results of operations.

2000, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 138, “Accounting for Derivative Instruments and Hedging Activities an amendment of FASB Statement No. 133,” (“FAS138”) which amended FAS133 and added 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, which is covered by FAS138 establishes a “normal purchases and normal sales” exception. This exception permits companies to exclude contracts which provide for the 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. The Company adopted FAS133 as amended by FAS138 effective November 1, 2000. The Company has forward purchase contracts for certain energy and coating metal commodities that qualify for the “normal purchase exception” provisions of FAS138. The adoption of FAS133 as amended by FAS138 had no material effect on either financial position or results of operations.

Outlook

The domestic steel market continues to be negatively impacted by high levels of steel imports and a general slowing inof the ~~U.S.~~ economy. ~~A preliminary finding in the trade cases by the International Trade Commission~~However, ~~as described above, stated there is reasonable indication of injury to~~ the ~~domestic steel industry as a result of dumped and subsidized imports of hot rolled~~ ~~carbon~~recent ~~steel.~~interest ~~Although~~rate ~~this~~cuts ~~preliminary~~by ~~finding is a positive first step in dealing with~~ the ~~import~~Federal ~~issues,~~Reserve ~~imports~~ are expected to ~~continue~~strengthen ~~to supply a significant portion of domestic demand in~~ the ~~foreseeable future until possible countervailing~~ economy and ~~antidumping~~lead ~~duties could be implemented, if any. However, there can be no assurance that any such import remedies will be determined or implemented. The Company expects shipping volume~~ to ~~increase~~increased ~~approximately~~steel ~~10%~~consumption inlater ~~the~~this ~~second fiscal quarter of 2001 from the record low experienced in the first quarter as customer inventory levels and demand stabilize~~year. ~~The~~In ~~industry~~addition, ~~including~~service ~~WCI,~~center ~~has~~inventories ~~announced~~and ~~price~~car ~~increases ranging from $20 to $40 per ton effective in March 2001, however due to current pricing commitments~~ and ~~the~~light ~~effective~~truck ~~date~~inventories ofhave ~~the increases, the announced increases are not expected to~~ dropped significantly ~~affect the~~from ~~Company’s~~their ~~second~~recent ~~quarter net sales prices~~highs. ~~Due~~While towe ~~the~~are ~~uncertainty~~encouraged ~~in market conditions caused~~ by the preliminary ~~level~~determinations ofrecently ~~steel~~announced ~~imports and~~by the U.S. ~~economy,~~Department ~~no assurance can be given that the price increases announced will be realized. As a result~~ of ~~sales~~ ~~contracts~~Commerce ~~which~~regarding ~~became effective January 1, 2001,~~ the ~~Company~~importation ~~expects a slight decrease in average selling prices in the second quarter~~ of ~~2001~~hot-rolled ~~compared~~carbon tosteel ~~the~~products, ~~first quarter. Production costs per ton~~ imports are expected to ~~decline~~continue ~~slightly in the second quarter of 2001 compared~~ to ~~the~~supply ~~first quarter as production rates increase modestly. As~~ a ~~result~~significant portion of ~~these~~domestic ~~difficult market conditions,~~steel ~~the~~demand ~~Company~~which ~~expects~~will toresult ~~incur~~in acontinued ~~loss~~price ~~for the second quarter of 2001~~pressure. ~~However, the Company expects to be able to maintain a~~ ~~significant liquidity position.~~

The Company’s order entry rate has improved modestly and the Company expects shipping volume increases to approach approximately 10% in the third fiscal quarter of 2001 from the record lows experienced in the first and second quarters. Net sales prices are expected to be flat in the third quarter compared to the second quarter as price increases announced effective March 1, 2001 have generally not been successful. Custom products are expected to comprise approximately 54% of shipments in the third quarter compared to 56.8% in the second quarter. Per ton production costs are expected to decline slightly in the third quarter compared to the second quarter as the effect of production rate increases more than offset the effect of higher natural gas prices. As a result, the Company expects to incur a loss in the third quarter that is slightly less than that reported in the second quarter excluding special charges. While the Company expects its cash balance to decrease during the third quarter due to the $15 million coupon payment on its Senior Secured Notes, management believes that it has sufficient liquidity to support its operations.

Forward-Looking Statements

This 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 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 economic and business conditions; increasing industry capacity and levels of imports of steel or steel products; 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 regulations; and the outcome of legal matters. These forward-looking statements speak only as of the date of this report. The Company 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 expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

1214

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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~~these ~~exposure~~exposures. No contracts are entered into for speculative purposes. The Company’s previously placed forward purchase contracts for natural gas expired in March 2001 requiring the Company to place new forward purchase contracts at higher market ~~risk~~prices. ~~has~~Market ~~not~~prices ~~changed~~for ~~materially~~natural ~~from~~gas ~~that~~are currently ~~reported~~approximately in50% higher than the Company’s ~~10-K~~cost ~~for~~during the ~~fiscal~~six months ~~year~~ ended ~~October~~April 3130, 2001. This increase will result in an increase of per ~~2000~~ton production costs of approximately 2% in the third quarter of 2001 compared to the second quarter.

1315

PART II — OTHER INFORMATION

WCI STEEL, INC.

ITEM 1. LEGAL PROCEEDINGS

For 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, 2000, see Part I, Note 3 to Item 1, Financial Statements.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On February 2, 2001, Renco Steel Holdings, Inc., as sole shareholder of WCI Steel, Inc., by unanimous written consent, re-elected Ira Leon Rennert as Chairman and sole Director of WCI Steel, Inc.

ITEM 6. EXHIBITS and REPORTS ON FORM 8-K

(a) Exhibits:


(a)		Exhibits:

		A list of the exhibits required to be filed as part of this Report on Form 10-Q is set forth in the “Exhibit Index” which immediately precedes such exhibits, and is incorporated herein by reference.

(b)		Reports on Form 8-K:

		On April 30, 2001, the Company filed a current report on Form 8-K, incorporated herein by reference, to report material events that have occurred since the Company filed its quarterly report on Form 10-Q on February 22, 2001 for the three months ended January 31, 2001.

16 ~~No exhibits are included with this filing.~~

(b) Reports on Form 8-K:

On January 26, 2001, the Company filed a current report on Form 8-K, incorporated herein by reference, to report material events that have occurred since the Company filed its annual report on Form 10-K on December 15, 2000 for the fiscal year ended October 31, 2000.

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: February 22, 2001 /S/ JOHN P. JACUNSKI John P. Jacunski Vice President and Chief Financial Officer (principal financial officer)


Date: May 24, 2001	/S/ JOHN P. JACUNSKI

		John P. Jacunski
		Vice President and Chief Financial Officer
			(principal financial officer)

1517

WCI STEEL, INC.

EXHIBIT INDEX

Exhibit Number

Description

Amendment No. 1 dated April 30, 2001 to the Second Amended and Restated Loan and Security Agreement dated July 30, 1999.

Filing Compare · WCI STEEL INC