##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

|                                 |  |                               
|-------------------------------- |  | ------------------------------
|For quarter ended March 31, 2002 |  | Commission File Number 0-13147
|                                 |  |                               

LESCO, INC.

(Exact name of registrant as specified in its charter)


|                                                              |  |                                        
|------------------------------------------------------------- |  | ---------------------------------------
|OHIO                                                          |  | 34-0904517                             
|                                                              |  |                                        
|State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer Identification Number)
|                                                              |  |                                        
|15885 Sprague Road
Strongsville, Ohio                         |  | 44136                                  
|                                                              |  |                                        
|(Address of principal executive offices)                      |  | (Zip Code)                             

(440) 783-9250

(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 twelve 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

Indicate the number of shares outstanding of each of the issuers classes of
common stock, as of the close of the latest practical date.

|                                 |  |                 
|-------------------------------- |  | ----------------
|                                 |  | Outstanding at  
|Class                            |  | May 10, 2002    
|                                 |  |                 
|Common shares, without par value |  | 8,536,786 shares

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TABLE OF CONTENTS



|                                          |                                                                                               |  |  |  |  |  |  | 
|----------------------------------------- | --------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION            
|                                          | ITEM 1. FINANCIAL STATEMENTS                                                                 
|                                          | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                                          | ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK                               
|PART II  OTHER INFORMATION              
|                                          | Item 2 Changes in Securities and Use of Proceeds                                             
|                                          | Item 6  Exhibits and Reports on Form 8-K                                                    
|SIGNATURES                               
|EX-4(J) AMENDED ARTICLES OF INCORPORATION
|EX-10(R) SEPARATION AGREEMENT            
|EX-10(U) AMENDMENT TO EMPLOYEE AGREEMENT 



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##### Table of Contents






PART I. FINANCIAL INFORMATION




ITEM 1. FINANCIAL STATEMENTS

LESCO, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS  UNAUDITED

|                                                                                   |                                                                                            |      |                             |        |   |   |        |        |  
|---------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------ | ---- | --------------------------- | ------ | - | - | ------ | ------ | -
|                                                                                   |                                                                                            |      | Three Months Ended March 31
|                                                                                   |                                                                                            |      |                            
|(In thousands, except per share data)                                              |                                                                                            | 2002 |                             | 2001  
|                                                                                   |                                                                                            |      |                             |       
|Net sales                                                                          |                                                                                            | $    | 93,479                      |        |   | $ | 90,728 |       
|                                                                                   | Cost of sales                                                                              |      |                             | 63,427 |   |   |        | 63,331 |  
|                                                                                   |                                                                                            |      |                             |        |   |   |        |       
|Gross profit on sales                                                              |                                                                                            |      | 30,052                      |        |   |   | 27,397 |       
|                                                                                   | Warehouse & delivery expense                                                               |      |                             | 9,916  |   |   |        | 9,435  |  
|                                                                                   | Selling expense                                                                            |      |                             | 18,252 |   |   |        | 17,830 |  
|                                                                                   | General & administrative expense                                                           |      |                             | 8,644  |   |   |        | 7,515  |  
|                                                                                   | Severance expense                                                                          |      |                             | 2,042  |   |   |        | 118    |  
|                                                                                   |                                                                                            |      |                             |        |   |   |        |       
|                                                                                   |                                                                                            |      | 38,854                      |        |   |   | 34,898 |       
|                                                                                   |                                                                                            |      |                             |        |   |   |        |       
|Loss from operations                                                               |                                                                                            |      | (8,802                      | )      |   |   | (7,501 | )     
|Other deduction (income)                                                           |                                                                                           
|                                                                                   | Joint venture results                                                                      |      |                             |       |   |   |        | (4     | )
|                                                                                   | Customer finance charges                                                                   |      |                             | (386   | ) |   |        | (520   | )
|                                                                                   | Other income                                                                               |      |                             | (142   | ) |   |        | (160   | )
|                                                                                   | Other expense                                                                              |      |                             | 415    |   |   |        | 280    |  
|                                                                                   |                                                                                            |      |                             |        |   |   |        |       
|                                                                                   |                                                                                            |      | (113                        | )      |   |   | (404   | )     
|                                                                                   |                                                                                            |      |                             |        |   |   |        |       
|Earnings
(loss) before interest and taxes                                          |                                                                                            |      | (8,689                      | )      |   |   | (7,097 | )     
|                                                                                   | Interest expense                                                                           |      |                             | 1,334  |   |   |        | 1,908  |  
|                                                                                   |                                                                                            |      |                             |        |   |   |        |       
|Loss before taxes, extraordinary charge and
cumulative effect of accounting change |                                                                                            |      | (10,023                     | )      |   |   | (9,005 | )     
|Income taxes (benefit)                                                             |                                                                                            |      | (3,768                      | )      |   |   | (3,404 | )     
|                                                                                   |                                                                                            |      |                             |        |   |   |        |       
|Loss before extraordinary charge and
cumulative effect of accounting change        |                                                                                            |      | (6,255                      | )      |   |   | (5,601 | )     
|                                                                                   | Extraordinary charge, net of taxes of $1,697 - Note F                                      |      |                             | 2,853  |   |   |        |       |  
|                                                                                   | Cumulative effect of accounting change
for goodwill charge, net of taxes of $2,735- Note H |      |                             | 4,597  |   |   |        |       |  
|                                                                                   |                                                                                            |      |                             |        |   |   |        |       
|Net loss                                                                           |                                                                                            | $    | (13,705                     | )      |   | $ | (5,601 | )     
|                                                                                   |                                                                                            |      |                             |        |   |   |        |       
|Basic and diluted loss per share:                                                  |                                                                                            |      |                             |        |   |   |        |       
|Loss before extraordinary charge and
cumulative effect of accounting change        |                                                                                            | $    | (0.73                       | )      |   | $ | (0.66  | )     
|Extraordinary
charge, net of taxes                                                 |                                                                                            |      | (0.34                       | )      |   |   |       |       
|Cumulative
effect of accounting change, net of taxes                               |                                                                                            |      | (0.54                       | )      |   |   |       |       
|                                                                                   |                                                                                            |      |                             |        |   |   |        |       
|Net loss                                                                           |                                                                                            | $    | (1.61                       | )      |   | $ | (0.66  | )     
|                                                                                   |                                                                                            |      |                             |        |   |   |        |       

See Notes to Consolidated Financial Statements.

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LESCO, INC.
CONSOLIDATED BALANCE SHEETS

|                                                          |                                                                                                                                                                                                 |                                            |        |             |         |           |         |             |         |  |        |         |         | 
|--------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ------ | ----------- | ------- | --------- | ------- | ----------- | ------- |  | ------ | ------- | ------- | 
|                                                          |                                                                                                                                                                                                 |                                            |        | March 31    |         | March 31  |         | December 31
|(In thousands, except share data)                         |                                                                                                                                                                                                 | 2002                                       |        | 2001        |         | 2001     
|                                                          |                                                                                                                                                                                                 |                                            |        |             |         |          
|                                                          |                                                                                                                                                                                                 |                                            |        | (unaudited) |         | (audited)
|ASSETS                                                    |                                                                                                                                                                                                 |                                            |        |             |         |           |         |             |         |  |        |        
|CURRENT ASSETS:                                           |                                                                                                                                                                                                 |                                            |        |             |         |           |         |             |         |  |        |        
|                                                          | Cash                                                                                                                                                                                            |                                            | $      | 2,520       |         |           | $       | 2,884       |         |  | $      | 5,035   |        
|                                                          | Accounts receivable  net of allowance
of $4,476, $4,730 and $4,370, respectively                                                                                                               |                                            |        | 82,375      |         |           |         | 82,002      |         |  |        | 37,571  |        
|                                                          | Inventories                                                                                                                                                                                     |                                            |        |             |         |           |         |             |         |  |        |         |        
|                                                          |                                                                                                                                                                                                 | Raw materials                              |        |             | 12,469  |           |         |             | 8,508   |  |        |         | 10,197  | 
|                                                          |                                                                                                                                                                                                 | Finished goods                             |        |             | 102,065 |           |         |             | 111,488 |  |        |         | 82,799  | 
|                                                          |                                                                                                                                                                                                 |                                            |        |             |         |           |         |             |         |  |        |        
|                                                          |                                                                                                                                                                                                 | Total Inventories                          |        |             | 114,534 |           |         |             | 119,996 |  |        |         | 92,996  | 
|                                                          | Deferred income taxes                                                                                                                                                                           |                                            |        | 3,113       |         |           |         | 1,694       |         |  |        | 1,753   |        
|                                                          | Prepaid expenses and other assets                                                                                                                                                               |                                            |        | 8,285       |         |           |         | 8,612       |         |  |        | 6,333   |        
|                                                          |                                                                                                                                                                                                 |                                            |        |             |         |           |         |             |         |  |        |        
|                                                          |                                                                                                                                                                                                 | TOTAL CURRENT ASSETS                       |        |             | 210,827 |           |         |             | 215,188 |  |        |         | 143,688 | 
|Property, plant and equipment                             |                                                                                                                                                                                                 |                                            | 95,355 |             |         |           | 92,184  |             |         |  | 96,936 |        
|                                                          | Less allowance for depreciation and amortization                                                                                                                                                |                                            |        | (48,661     | )       |           |         | (43,717     | )       |  |        | (47,676 | )      
|                                                          |                                                                                                                                                                                                 |                                            |        |             |         |           |         |             |         |  |        |        
|                                                          |                                                                                                                                                                                                 | Net property, plant and equipment          |        |             | 46,694  |           |         |             | 48,467  |  |        |         | 49,260  | 
|Other Assets                                              |                                                                                                                                                                                                 |                                            | 5,666  |             |         |           | 9,950   |             |         |  | 11,648 |        
|                                                          |                                                                                                                                                                                                 |                                            |        |             |         |           |         |             |         |  |        |        
|                                                          |                                                                                                                                                                                                 | TOTAL ASSETS                               |        | $           | 263,187 |           |         | $           | 273,605 |  |        | $       | 204,596 | 
|                                                          |                                                                                                                                                                                                 |                                            |        |             |         |           |         |             |         |  |        |        
|LIABILITIES AND SHAREHOLDERS EQUITY
CURRENT LIABILITIES: |                                                                                                                                                                                                 |                                            |        |             |         |           |         |             |         |  |        |        
|                                                          | Accounts payable                                                                                                                                                                                |                                            | $      | 71,813      |         |           | $       | 58,477      |         |  | $      | 46,847  |        
|                                                          | Other current liabilities                                                                                                                                                                       |                                            |        | 10,425      |         |           |         | 8,120       |         |  |        | 9,181   |        
|                                                          | Current portion of debt                                                                                                                                                                         |                                            |        | 1,140       |         |           |         | 5,100       |         |  |        | 970     |        
|                                                          |                                                                                                                                                                                                 |                                            |        |             |         |           |         |             |         |  |        |        
|                                                          |                                                                                                                                                                                                 | TOTAL CURRENT LIABILITIES                  |        |             | 83,378  |           |         |             | 71,697  |  |        |         | 56,998  | 
|Long-term debt                                            |                                                                                                                                                                                                 |                                            | 96,964 |             |         |           | 107,084 |             |         |  | 50,141 |        
|Deferred income taxes                                     |                                                                                                                                                                                                 |                                            | 901    |             |         |           | 3,100   |             |         |  | 3,541  |        
|SHAREHOLDERS EQUITY:                                     |                                                                                                                                                                                                 |                                            |        |             |         |           |         |             |         |  |        |        
|                                                          | Preferred shares without par value
500,000 shares authorized; 1,523 share issued
and outstanding in 2002, liquidation value $1,000 per share                                                  |                                            |        | 1,523       |         |           |         |            |         |  |        |        |        
|                                                          | Common shareswithout par value
19,500,000 shares authorized; 8,628,563 shares issued
and 8,536,786 outstanding at March 31, 2002, 8,552,745
at March 31, 2001, 8,560,120 at December 31, 2001 |                                            |        | 863         |         |           |         | 862         |         |  |        | 863     |        
|                                                          | Paid-in capital                                                                                                                                                                                 |                                            |        | 34,800      |         |           |         | 34,775      |         |  |        | 34,800  |        
|                                                          | Retained earnings                                                                                                                                                                               |                                            |        | 46,503      |         |           |         | 58,129      |         |  |        | 60,208  |        
|                                                          | Accumulated other comprehensive income (loss)                                                                                                                                                   |                                            |        | 209         |         |           |         | (92         | )       |  |        |        |        
|                                                          | Less treasury shares, 91,777 at March 31, 2002, 63,083 at
March 31, 2001, 68,443 at December 31, 2001                                                                                           |                                            |        | (1,623      | )       |           |         | (1,180      | )       |  |        | (1,263  | )      
|                                                          | Unearned compensation                                                                                                                                                                           |                                            |        | (331        | )       |           |         | (770        | )       |  |        | (692    | )      
|                                                          |                                                                                                                                                                                                 |                                            |        |             |         |           |         |             |         |  |        |        
|                                                          |                                                                                                                                                                                                 | TOTAL SHAREHOLDERS EQUITY                 |        |             | 81,944  |           |         |             | 91,724  |  |        |         | 93,916  | 
|                                                          |                                                                                                                                                                                                 |                                            |        |             |         |           |         |             |         |  |        |        
|                                                          |                                                                                                                                                                                                 | TOTAL LIABILITIES AND
SHAREHOLDERS EQUITY |        | $           | 263,187 |           |         | $           | 273,605 |  |        | $       | 204,596 | 
|                                                          |                                                                                                                                                                                                 |                                            |        |             |         |           |         |             |         |  |        |        

See Notes to Consolidated Financial Statements.

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LESCO, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

|                               |                                                     |                                                                                                           |        |                    |         |   |       |         |         |  
|------------------------------ | --------------------------------------------------- | --------------------------------------------------------------------------------------------------------- | ------ | ------------------ | ------- | - | ----- | ------- | ------- | -
|                               |                                                     |                                                                                                           |        | Three Months Ended
|                               |                                                     |                                                                                                           |        | March 31          
|                               |                                                     |                                                                                                           |        |                   
|(In thousands)                 |                                                     | 2002                                                                                                      |        | 2001              
|                               |                                                     |                                                                                                           |        |                   
|                               |                                                     |                                                                                                           |        | (unaudited)       
|OPERATING ACTIVITIES:          |                                                     |                                                                                                           |        |                    |         |   |       |        
|                               | Net loss before extraordinary charge and cumulative |                                                                                                           | $      | (6,255             | )       |   | $     | (5,601  | )      
|                               |                                                     | effect of accounting change
Adjustments to reconcile net income to net cash
used in operating activities: |        |                    |         |   |       |         |         |  
|                               |                                                     | Depreciation and amortization                                                                             |        |                    | 2,560   |   |       |         | 2,394   |  
|                               |                                                     | Loss on the disposal of property, plant and equipment                                                     |        |                    | 502     |   |       |         | 1,992   |  
|                               |                                                     | Deferred income taxes                                                                                     |        |                    | (1,265  | ) |       |         | 162     |  
|                               |                                                     | Increase in accounts receivable                                                                           |        |                    | (14,009 | ) |       |         | (3,869  | )
|                               |                                                     | Provision for uncollectible accounts receivable                                                           |        |                    | 405     |   |       |         | 396     |  
|                               |                                                     | Increase in inventories                                                                                   |        |                    | (21,538 | ) |       |         | (19,953 | )
|                               |                                                     | Increase in accounts payable                                                                              |        |                    | 24,966  |   |       |         | 25,173  |  
|                               |                                                     | Increase in other current items                                                                           |        |                    | 989     |   |       |         | (5,956  | )
|                               |                                                     | Other assets/liabilities                                                                                  |        |                    | (2,622  | ) |       |         | (575    | )
|                               |                                                     |                                                                                                           |        |                    |         |   |       |        
|                               | NET CASH USED IN OPERATING ACTIVITIES               |                                                                                                           |        | (16,267            | )       |   |       | (5,837  | )      
|INVESTING ACTIVITIES:          |                                                     |                                                                                                           |        |                    |         |   |       |        
|                               | Purchase of property, plant and equipment           |                                                                                                           |        | (251               | )       |   |       | (4,486  | )      
|                               |                                                     |                                                                                                           |        |                    |         |   |       |        
|                               | NET CASH USED IN INVESTING ACTIVITIES               |                                                                                                           |        | (251               | )       |   |       | (4,486  | )      
|FINANCING ACTIVITIES:          |                                                     |                                                                                                           |        |                    |         |   |       |        
|                               | Purchase of accounts receivable                     |                                                                                                           |        | (31,200            | )       |   |       |        |        
|                               | Proceeds from borrowings                            |                                                                                                           |        | 155,332            |         |   |       | 64,300  |        
|                               | Reduction of borrowings                             |                                                                                                           |        | (108,339           | )       |   |       | (51,923 | )      
|                               | Deferred financing fees                             |                                                                                                           |        | (1,790             | )       |   |       |        |        
|                               | Issuance of common shares, net of treasury shares   |                                                                                                           |        |                   |         |   |       | (19     | )      
|                               |                                                     |                                                                                                           |        |                    |         |   |       |        
|                               | NET CASH PROVIDED BY FINANCING ACTIVITIES           |                                                                                                           |        | 14,003             |         |   |       | 12,358  |        
|                               |                                                     |                                                                                                           |        |                    |         |   |       |        
|Net change in cash             |                                                     |                                                                                                           | (2,515 | )                  |         |   | 2,035 |        
|Cash  Beginning of the period |                                                     |                                                                                                           | 5,035  |                    |         |   | 849   |        
|                               |                                                     |                                                                                                           |        |                    |         |   |       |        
|                               | CASH  END OF THE PERIOD                            |                                                                                                           | $      | 2,520              |         |   | $     | 2,884   |        
|                               |                                                     |                                                                                                           |        |                    |         |   |       |        

See Notes to Consolidated Financial Statements.

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LESCO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A  Basis of Presentation

The accompanying unaudited financial statements have been prepared in
accordance with accounting principles generally accepted in the United States
for interim financial information and with the requirements of Regulation S-X
and Form 10-Q. The statements reflect all adjustments, consisting only of normal
recurring accruals, which are, in the opinion of management, necessary for a
fair presentation of the results for interim periods. For further information,
refer to the audited financial statements and footnotes thereto for the year
ended December 31, 2001 included in the Companys Form 10-K.

Operating results for the three months ended March 31, 2002 are not
necessarily indicative of the results to be expected for the year due to the
seasonal nature of the Companys business. Severance costs have been
reclassified in the prior period to conform with current year
presentation.

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NOTE B  Earnings per Share

The following table sets forth the computation of basic and diluted earnings per
share:

|                                                                                    |                                                      |      |                             |        |   |   |           |   | 
|----------------------------------------------------------------------------------- | ---------------------------------------------------- | ---- | --------------------------- | ------ | - | - | --------- | - | 
|                                                                                    |                                                      |      | Three Months Ended March 31
|                                                                                    |                                                      |      |                            
|(In thousands, except per share data)                                               |                                                      | 2002 |                             | 2001  
|                                                                                    |                                                      |      |                             |       
|Numerator:                                                                          |                                                      |      |                             |        |   |   |           |  
|Loss before extraordinary charge and
cumulative effect of accounting change         |                                                      | $    | (6,255                      | )      |   | $ | (5,601    | )
|                                                                                    | Preferred stock dividends                            |      |                             | (26    | ) |   |           |  | 
|                                                                                    |                                                      |      |                             |        |   |   |           |  
|Loss available to common shareholders                                               |                                                      |      | (6,281                      | )      |   |   | (5,601    | )
|                                                                                    | Extraordinary charge, net of taxes                   |      |                             | (2,853 | ) |   |           |  | 
|                                                                                    | Cumulative effect of accounting change, net of taxes |      |                             | (4,597 | ) |   |           |  | 
|                                                                                    |                                                      |      |                             |        |   |   |           |  
|Net loss available to common shareholders                                           |                                                      | $    | (13,731                     | )      |   | $ | (5,601    | )
|                                                                                    |                                                      |      |                             |        |   |   |           |  
|Denominator:                                                                        |                                                      |      |                             |        |   |   |           |  
|Basic earnings per share- weighted
average shares                                   |                                                      |      | 8,514,914                   |        |   |   | 8,481,909 |  
|Effect of dilutive securities:                                                      |                                                      |      |                             |        |   |   |           |  
|                                                                                    | Employee stock options                               |      |                             |       |   |   |           |  | 
|                                                                                    | Restricted shares                                    |      |                             |       |   |   |           |  | 
|                                                                                    |                                                      |      |                             |        |   |   |           |  
|Diluted potential common shares                                                     |                                                      |      |                            |        |   |   |          |  
|Diluted earnings per share adjusted weighted
average shares and assumed conversions |                                                      |      | 8,514,914                   |        |   |   | 8,481,909 |  
|                                                                                    |                                                      |      |                             |        |   |   |           |  
|Basic and diluted loss per share:                                                   |                                                      |      |                             |        |   |   |           |  
|Loss before extraordinary charge and
cumulative effect of accounting change         |                                                      | $    | (0.73                       | )      |   | $ | (0.66     | )
|Extraordinary charge, net of taxes                                                  |                                                      |      | (0.34                       | )      |   |   |          |  
|Cumulative effect of accounting change, net of taxes                                |                                                      |      | (0.54                       | )      |   |   |          |  
|                                                                                    |                                                      |      |                             |        |   |   |           |  
|Net loss                                                                            |                                                      | $    | (1.61                       | )      |   | $ | (0.66     | )
|                                                                                    |                                                      |      |                             |        |   |   |           |  

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NOTE C  Segment Information

The Company has three reportable operating segments, Lawn Care, Golf, and Corporate, and are defined by management responsibility.

The Lawn Care segment operates 227 LESCO Service Centers®, which market
products on a localized basis. Also included in the Lawn Care segment is the
operation of national accounts. The primary products sold by the Lawn Care
segment are turf care products, including turf control products, fertilizer,
grass seed and equipment. The Service Centers market and sell products
principally to smaller lawn care companies, landscapers, nurseries,
municipalities, churches and condominium associations. This segment also markets
and sells products to large national accounts and regional lawn care customers
through a separate group of sales representatives. This segment distributes
selected products through Home Depot stores in the South, Southwest, Midwest,
Mid-Atlantic and Northeast areas of the country in addition to selling a
consumer line of lawncare products to nationwide retail stores under several
brand names, including Scenic Green, Aim Lawn & Garden Products and Professional
Turf Products.

The Golf segment markets and sells products to private and public golf
courses and other customers having large turf areas through Company salespersons
who operate a fleet of 77 LESCO Stores-on-Wheels®. The primary products sold
by the Golf segment are turf care products, including turf control products,
fertilizer, grass seed and hand held equipment. These Stores-on-Wheels are well
stocked with a wide variety of turf care products and golf course accessories,
which are sold directly from the trucks. The Golf segment has conventional sales
representatives strategically located in the various markets to help support the
Stores-on-Wheels and sell to national golf customers. In addition, this segment
markets its products internationally, principally through foreign distributors.

The Corporate segment includes the former
operations of Product Supply, the supply chain and corporate
support functions of the Company. As part of the management changes
that took place during the quarter, Product Supply was restructured
from a separate division with its own President into several
functional departments. These departments are organized under a
Senior Vice President, Logistics and Operations, a Vice President,
Manufacturing and a Vice President, Purchasing, all reporting
directly to the President and Chief Executive Officer. This segment
includes the manufacturing, warehouse and distribution functions for
the Company, the direct costs of which are fully allocated to the
Lawn Care and Golf segments. Indirect costs of these functions as
well as the Companys costs of administration, finance, information
services, legal and human resources are included in the Corporate
segment.

The Company measures segment profitability as operating profit. Certain
prior year data has been restated to reflect the changes in management
responsibility. Operating results by segment are as follows (in thousands):

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|                                |  |                                           |         |      |  |           |        |              |  |   |         |   |  |   |         |  
|------------------------------- |  | ----------------------------------------- | ------- | ---- |  | --------- | ------ | ------------ |  | - | ------- | - |  | - | ------- | -
|                                |  | For the Three Months Ended March 31, 2002
|                                |  |                                          
|                                |  | Lawn                                      |         |      |  |           |        |              |  |   |         |   |  |  
|                                |  | Care                                      |         | Golf |  | Corporate |        | Consolidated
|                                |  |                                           |         |      |  |           |        |             
|Net Sales to External Customers |  | $                                         | 70,957  |      |  | $         | 22,522 |              |  |   |         |   |  | $ | 93,479  |  
|Operating (Loss) Profit         |  | $                                         | 2,075   |      |  | $         | 116    |              |  | $ | (10,993 | ) |  | $ | (8,802  | )
|Total Assets                    |  | $                                         | 102,904 |      |  | $         | 40,766 |              |  | $ | 119,517 |   |  | $ | 263,187 |  

|                                |  |                                           |        |      |  |           |        |              |  |   |         |   |  |   |         |  
|------------------------------- |  | ----------------------------------------- | ------ | ---- |  | --------- | ------ | ------------ |  | - | ------- | - |  | - | ------- | -
|                                |  | For the Three Months Ended March 31, 2001
|                                |  |                                          
|                                |  | Lawn                                      |        |      |  |           |        |              |  |   |         |   |  |  
|                                |  | Care                                      |        | Golf |  | Corporate |        | Consolidated
|                                |  |                                           |        |      |  |           |        |             
|Net Sales to External Customers |  | $                                         | 68,462 |      |  | $         | 22,266 |              |  |   |         |   |  | $ | 90,728  |  
|Operating (Loss) Profit         |  | $                                         | 1,723  |      |  | $         | 438    |              |  | $ | (9,662  | ) |  | $ | (7,501  | )
|Total Assets                    |  | $                                         | 99,664 |      |  | $         | 42,291 |              |  | $ | 131,650 |   |  | $ | 273,605 |  

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NOTE D  Other Assets

Other assets consist of the following:

|                             |  |          |       |          |  |             |       |  |  |   |        | 
|---------------------------- |  | -------- | ----- | -------- |  | ----------- | ----- |  |  | - | ------ | 
|                             |  | March 31 |       | March 31 |  | December 31
|(In thousands)               |  | 2002     |       | 2001     |  | 2001       
|                             |  |          |       |         
|Goodwill  net (see Note I)  |  | $        |      |          |  | $           | 7,769 |  |  | $ | 7,332  | 
|Patents and trademarks  net |  |          | 1,857 |          |  |             | 1,490 |  |  |   | 1,740  | 
|Deferred financing           |  |          | 2,710 |          |  |             | 446   |  |  |   | 1,472  | 
|Assets held for sale         |  |          | 653   |          |  |             |      |  |  |   | 653    | 
|Deposits and other           |  |          | 446   |          |  |             | 245   |  |  |   | 451    | 
|                             |  |          |       |         
|Total other assets           |  | $        | 5,666 |          |  | $           | 9,950 |  |  | $ | 11,648 | 
|                             |  |          |       |         

Patents and trademarks  net relate to the costs of acquiring and
registering patents and trademarks, primarily for the Companys Novex product
line. Patents and trademarks are amortized using the straight-line method over
15 years, which approximates the useful life of the intangibles, and is
reassessed on a periodic basis. Accumulated amortization was $199,000 at March
31, 2002, $88,300 at March 31, 2001 and $164,000 at December 31, 2001.

Deferred financing relates to costs incurred to obtain financing. These
costs are amortized over the life of the various finance agreements. The net
book value of certain land and buildings, which are for sale, is included in
assets held for sale. Deposits and other primarily includes deposits with
vendors and on properties the Company rents.

NOTE E  Obsolescence Reserve

The Company has maintained a reserve for inventory obsolescence. The
reserve is for slow moving equipment spare parts that over time can become
obsolete and inventory that becomes obsolete because of a change in new product
development. Additionally, the reserve is for certain fertilizer and control
products that lose potency over time and, therefore, have limited shelf lives.
The Company reserves a portion of its slow moving parts, discontinued inventory
and products with limited shelf lives and reviews the adequacy of such reserved
amount on a periodic basis. The obsolescence reserve was $1.7 million, $1.5
million and $1.8 million at March 31, 2002, March 31, 2001 and December 31,
2001, respectively.

NOTE F  Debt

On January 14, 2002, the Company refinanced the private placement notes,
revolving credit agreement and trade receivables facility with a new $122.3
million senior secured credit facility. The new facility includes an amortizing
term loan of approximately $7.3 million and a revolving credit facility of up to
$115 million, maturing in January 2005. The variable interest on this facility
is based on the LIBOR plus 2.75% to 3.00% or prime rates plus .25% to .50%.
Availability under the new revolving facility is determined by a borrowing base
formula based upon the Companys eligible receivables and inventories. The
senior secured credit facility contains various restrictive covenants, including
limits on additional borrowings, lease payments and capital expenditures;
maintenance of certain operating and financial ratios; and maintenance of
minimum net worth. The new facility is secured by substantially all of the
Companys assets.

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The Company recorded an extraordinary charge related to the early
termination on debt of approximately $2.9 million after tax in the first quarter
of 2002.

NOTE G  Derivatives and Comprehensive Income / Loss

The Company utilizes derivative financial instruments to reduce its
exposure to market risks from changes in interest rates and foreign exchange
rates. The Company will only enter into agreements with major financial
institutions that are considered to be market makers.

In conjunction with the signing of a new credit agreement on January 14,
2002, the Company entered into a three-year, $40.5 million notional amount
interest rate swap agreement expiring in January 2005, which converts existing
variable-rate (based on LIBOR or prime rates) payments for 4.2% fixed-rate
payments. The fair value of the interest rate swap is determined by the
estimated cost to terminate the agreement, as determined by the bank. The
Company recognizes the $342,000 fair market value of the swap agreement as an
asset on the balance sheet at March 31, 2002. Since the Company considers this
swap to be completely effective, changes in the fair market value are recorded
in accumulated other comprehensive income. The Companys comprehensive loss for
the three months ended March 31, 2002 and March 31, 2001
was as follows:

|                                 |  |                |        |                |  |   |       |  
|-------------------------------- |  | -------------- | ------ | -------------- |  | - | ----- | -
|(In thousands)                   |  | March 31, 2002 |        | March 31, 2001
|                                 |  |                |        |               
|Net loss                         |  | $              | 13,705 |                |  | $ | 5,601 |  
|Other comprehensive income(loss) |  |                | 209    |                |  |   | (92   | )
|                                 |  |                |        |                |  |   |       |  
|Total comprehensive loss         |  | $              | 13,496 |                |  | $ | 5,693 |  

The Company also has a seven-year, $7,000,000 notional amount interest
rate swap agreement expiring in June 2002, which formerly converted
floating-rate payments for 6.335% fixed-rate payments and therefore reduced the
impact of interest-rate changes on interest expense. The fair value of the
interest rate swap is determined by the estimated cost to terminate the
agreement, as determined by the bank. The Company recognizes the $65,000 fair
market value of the swap agreement as a liability on the balance sheet. Since
this swap is considered ineffective, the Company has recorded changes in the
fair market value in the Consolidated Statement of Operations.

NOTE H  Impact of Recently Issued Accounting Standards

In June 2001, the Financial Accounting Standards Board (FASB) issued
Statements of Financial Accounting Standards (SFAS) No. 141, Business
Combinations and No. 142, Goodwill and Other Intangible Assets. SFAS No. 141
addresses financial accounting and reporting for business combinations
superceding APB No. 16 Business Combinations and FASB Statement No. 38
Accounting for Preacquisition Contingencies of Purchased Enterprises.
Statement No. 142 provides that goodwill and indefinite lived intangible assets
are no longer amortized but are reviewed annually (or more frequently if
impairment indicators arise) for impairment. Separable intangible assets that
are not deemed to have an indefinite life will continue to be amortized over
their useful lives (but with no maximum life). The Companys intangible assets
consist of patents and trademarks, which have a defined life and goodwill.
Goodwill amortization expense for the three months ended March 31, 2001 was
$145,000 or approximately $0.02 per share. As reported in the Companys 10-K,
the results of Step 1- goodwill impairment tests indicated

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that a potential impairment existed. The Company has completed, Step 2 -
measurement of the impairment loss, by evaluating the fair value of the
reporting units carrying goodwill through appraisals and discounted cash flow
models. Step 2 results indicated that the goodwill recorded in the Companys
Golf ($2,148,000) and Lawn Care ($5,184,000) units was fully impaired. As a
result the Company wrote off all its goodwill taking a
$4.6 million charge, net of
taxes, as a cumulative effect of accounting change as of January 1, 2002.

The following table reflects consolidated results adjusted as if the
adoption of SFAS 142 occurred as of the beginning of the three month period
ended March 31, 2001.

|                                                                             |  |                |         |                |  |   |        |   | 
|---------------------------------------------------------------------------- |  | -------------- | ------- | -------------- |  | - | ------ | - | 
|(In thousands, except per share date)                                        |  | March 31, 2002 |         | March 31, 2001
|                                                                             |  |                |         |               
|Loss before extraordinary charge and
cumulative effect of accounting change: |  |                |         |                |  |   |        |  
|As reported                                                                  |  | $              | (6,255  | )              |  | $ | (5,601 | )
|Goodwill amortization ($54 tax effect)                                       |  |                |        |                |  |   | 91     |  
|                                                                             |  |                |         |                |  |   |        |  
|As adjusted                                                                  |  | $              | (6,255  | )              |  | $ | (5,510 | )
|                                                                             |  |                |         |                |  |   |        |  
|                                                                            
|Basic and diluted loss per share as reported                                 |  | $              | (0.73   | )              |  | $ | (0.66  | )
|Goodwill amortization ($0.01 tax effect)                                     |  |                |        |                |  |   | 0.01   |  
|                                                                             |  |                |         |                |  |   |        |  
|As adjusted                                                                  |  | $              | (0.73   | )              |  | $ | (0.65  | )
|                                                                             |  |                |         |                |  |   |        |  
|                                                                            
|Net loss                                                                     |  | $              | (13,705 | )              |  | $ | (5,601 | )
|Goodwill amortization ($54 tax effect)                                       |  |                |        |                |  |   | 91     |  
|                                                                             |  |                |         |                |  |   |        |  
|As adjusted                                                                  |  | $              | (13,705 | )              |  | $ | (5,510 | )
|                                                                             |  |                |         |                |  |   |        |  
|                                                                            
|Basic and diluted loss per share as reported                                 |  | $              | (1.61   | )              |  | $ | (0.66  | )
|Goodwill amortization ($0.01 tax effect)                                     |  |                |        |                |  |   | 0.01   |  
|                                                                             |  |                |         |                |  |   |        |  
|As adjusted                                                                  |  | $              | (1.61   | )              |  | $ | (0.65  | )
|                                                                             |  |                |         |                |  |   |        |  

Information regarding the Companys intangible assets subject to amortization is
as follows (in thousands):

|                          |  |         |       |            |  |       |     |         |  |            |       |       |  |   |       |   |  |   |     |   |  |   |       |  
|------------------------- |  | ------- | ----- | ---------- |  | ----- | --- | ------- |  | ---------- | ----- | ----- |  | - | ----- | - |  | - | --- | - |  | - | ----- | -
|                          |  | 2002    |       | 2001      
|                          |  |         |       |           
|                          |  | Patents |       | Trademarks |  | Total |     | Patents |  | Trademarks |       | Total
|                          |  |         |       |            |  |       |     |         |  |            |       |      
|Beginning of year balance |  | $       | 1,551 |            |  | $     | 188 |         |  | $          | 1,739 |       |  | $ | 1,187 |   |  | $ | 95  |   |  | $ | 1,282 |  
|Amortization expense      |  |         | (32   | )          |  |       | (3  | )       |  |            | (35   | )     |  |   | (17   | ) |  |   | (1  | ) |  |   | (18   | )
|Additions/Disposals       |  |         | 142   |            |  |       | 11  |         |  |            | 153   |       |  |   | 212   |   |  |   | 14  |   |  |   | 226   |  
|                          |  |         |       |            |  |       |     |         |  |            |       |       |  |   |       |   |  |   |     |   |  |   |       |  
|End of period balance     |  | $       | 1,661 |            |  | $     | 196 |         |  | $          | 1,857 |       |  | $ | 1,382 |   |  | $ | 108 |   |  | $ | 1,490 |  
|                          |  |         |       |            |  |       |     |         |  |            |       |       |  |   |       |   |  |   |     |   |  |   |       |  

|           |  |                                               |           | 
|---------- |  | --------------------------------------------- | --------- | 
|Year       |  | Estimated
amortization expense (in thousands)
|           |  |                                              
|2002       |  | $                                             | 138,000   | 
|2003       |  | $                                             | 137,000   | 
|2004       |  | $                                             | 137,000   | 
|2005       |  | $                                             | 137,000   | 
|2006       |  | $                                             | 137,000   | 
|Thereafter |  | $                                             | 1,202,000 | 

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The Company has no other intangible assets at March 31, 2002.

In June 2001, FASB issued SFAS No. 143, Accounting for Asset Retirement
Obligations. This Statement is effective for the Company in 2003. SFAS 143
requires entities to record the fair value of a liability for an asset
retirement obligation in the period in which it is incurred. When a liability is
initially recorded, the entity capitalizes a cost by increasing the carrying
amount of the related long-lived asset. Over time, the liability is accreted to
its present value each period, and the capitalized cost is depreciated over the
useful life of the related asset. Upon settlement of the liability, an entity
either settles the obligation for its recorded amount or incurs a gain or loss
upon final payment. The Company has not yet determined the impact of adoption on
its consolidated financial position or results of operations.

As of January 1, 2002, the Company has adopted FASB issued SFAS No. 144,
Accounting for the Impairment or Disposal of Long-Lived Assets. SFAS No. 144
provides a single accounting model for long-lived assets to be disposed of, yet
it retains many of the provisions of SFAS 121. This statement significantly
changes the criteria that would have to be met to classify an asset as
held-for-sale. This distinction is important because assets held-for-sale are
stated at the lower of their fair values or carrying amounts and depreciation is
no longer recognized. The Companys adoption has resulted in no impact on its
consolidated financial position or results of operations.

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LESCO, INC.
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

Sales for the first quarter ended March 31, 2002 increased approximately 3%
to $93.5 million compared with $90.7 million in 2001. Sales rose by
approximately $2.8 million primarily due to improved unit volume. Average
selling prices were approximately flat period to period however from fourth
quarter 2001 to first quarter 2002 average selling price was up 1%. The sales
increases for the Companys Lawn Care and Golf segments were $2.6 million and
$0.2 million, respectively. The Lawn Care segment operated 227 LESCO Service
Centers ® during the first quarter 2002 compared with 232 stores during 2001.
The Golf segment operated 77 LESCO Stores-On-Wheels® during the first quarter
2002 compared with 78 at 2001. Sales of the Companys fertilizers and
combination products, control products and seed products rose in the first
quarter 2002 over 2001, while sales of equipment were down, as customers
impacted by the slower economy shied away from larger capital purchases.

Gross profit increased by $2.7 million in 2002 as compared to 2001. As a
percent of sales, gross profit was 32.15% for the quarter ended March 31, 2002
compared with 30.20% for 2001. Factors positively impacting gross profit in 2002
were lower raw material costs of approximately $1.9 million and the improved
sales volume impact on gross profit of $0.8 million. The lower raw material
costs relate in large part to lower urea costs in 2002 than 2001. The Company
has entered into a fixed cost supply agreement for urea through the remainder of
2002. Total manufacturing costs remained flat on slightly lower production
volume.

Delivery and warehouse expenses increased to $9.9 million in 2002 compared
to $9.4 million in 2001. Delivery and warehouse costs rose slightly to 10.58% of
sales in first quarter 2002 compared to 10.36% of sales in 2001, because of
higher payroll related, rent and operating expenses.

Selling expense was 19.53% of sales in 2002 compared to 19.65% in 2001.
Total selling expense increased by $0.4 million in 2002, primarily due to higher
payroll related and store operating expenses.

General and administrative costs increased in 2002 over 2001 by $1.1
million, primarily due to higher health care costs, outside professional and
consulting services, and inflation impact on payroll related expenses.
Additionally the Company recorded severance costs of $2.0 million in 2002 due to
executive management changes and a reduction in force totaling 22 associates.

Interest expense decreased $574,000 for the first quarter 2002 compared to
the first quarter 2001 as a result of average lower interest rates of
approximately 1% and lower average borrowing levels of $12.5 million for the
three months ended March 31, 2002 compared to March 31, 2001. The effective
interest rate for the first quarter 2002 was 5.73% compared to 7.22% for the
first quarter 2001.

Other expense consists primarily of losses on the sale of fixed assets,
service charge expense, royalty expense and other miscellaneous expenses.
Customer finance charges totaled $386,000 in the first quarter

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2002 and $520,000 in the first quarter 2001. The decrease in customer finance charges for first
quarter 2002 is attributable to a $5.1 million reduction in the past due
customer base charged finance charges.

The Companys effective tax rate in the first quarter 2002 and 2001 was
37.6%. The effective tax rate is due primarily to the federal marginal tax rate
and the impact of state and local income taxes.

As a result of the implementation of FASB 142 the Company recorded a $4.6
million, net of taxes of $2.7 million, charge in the quarter ended March 31,
2002. Refer to Note H in the notes to consolidated financial statements for the
explanation of the cumulative effect of accounting change for the goodwill
charge.

The Company recorded an extraordinary charge related to the early
termination of debt of approximately $2.9 million, net of taxes of $1.7 million,
in the first quarter of 2002.

As a result of the foregoing, the Company reported a loss of $13.7 million,
or $1.61 per share, in the quarter ended March 31, 2002 compared with net loss
of $5.6 million, or $0.66 per share, in first quarter 2001.

Lawn Care Segment  Net sales for the Lawn Care segment were $71.0 million
for the first quarter 2002 compared to $68.4 million in the first quarter 2001.
The increase for the first quarter was due primarily to an increase in service
center sales, where same store sales increased 7.7% compared to the first
quarter 2001. National account sales decreased by 6.8% for the first quarter
2002 compared to the first quarter 2001. Operating profit was $2.1 million for
the first quarter 2002 compared to $1.7 million in the first quarter 2001. The
increase in operating profit was due primarily to the volume increases from the
first quarter 2001.

Golf Segment  Net sales for the Golf segment were $22.5 million for the
first quarter 2002 compared to $22.3 million in the first quarter 2001. The
sales increase for the first quarter was primarily due to slight volume
increase. Operating profit was $116,000 for the first quarter 2002 compared to
$438,000 in the first quarter 2001. The decrease in operating profit for the
first quarter is primarily a result of higher selling expenses of $0.5 million.

Liquidity and Capital Resources

On January 14, 2002, the Company refinanced the private placement notes,
revolving credit agreement and trade receivables facility with a new $122.3
million senior secured credit facility. The new facility includes an amortizing
term loan of approximately $7.3 million and a revolving credit facility of up to
$115 million, maturing in January 2005. The variable interest on this facility
is based on the LIBOR plus 2.75% to 3.00% or prime rates .25% to .50%.
Availability under the new revolving facility is determined by a borrowing base
formula based upon the Companys eligible receivables and inventories. The
senior secured credit facility contains various restrictive covenants, including
limits on additional borrowings, lease payments and capital expenditures;
maintenance of certain operating and financial ratios; and maintenance of
minimum net worth of $77.9 million. The new facility is secured by substantially
all of the Companys assets. The Company had $27.4 million available to borrow,
under its credit agreement as of March 31, 2002.

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Total outstanding debt was $98.1 million as of March 31, 2002 compared to
$112.2 million as of March 31, 2001 and $51.1 million as of December 31, 2001.
Additionally, at the December 31, 2001 there was $31.2 million outstanding from
asset securitization of trade accounts receivable.

As of March 31, 2002, total assets of the Company were $263.2 million
compared to $273.6 million as of March 31, 2001. The decrease is primarily
related to working capital decreases and the write off of the Companys
goodwill. Net Accounts Receivable were $82.4 million as of March 31, 2002
compared to $82.0 million as of March 31, 2001. Inventories were $114.5 million
as of March 31, 2002 compared to $119.9 million as of March 31, 2001. The
decrease in inventory compared to March 31, 2001 was due primarily to improved
inventory controls. The increase in accounts payable from March 2002 to March
2001 relates primarily to the increase in raw material inventory purchases, in
addition to the seasonal build of inventory.

As of March 31, 2002, total assets of the Company were $263.2 million
compared to $204.6 million as of December 31, 2001. The asset increase is due
primarily to the seasonality of the business. Net Accounts Receivable were $82.4
million as of March 31, 2002 compared to $37.6 million as of December 31, 2001.
The increase in net accounts receivable compared to December 31, 2001 was due
primarily to trade accounts receivable securitization program pursuant to which
$31.2 million of trade accounts receivable were sold as of December 31, 2001 and
the seasonality of the business. Inventories were $114.5 million as of March 31,
2002 compared to $92.9 million as of December 31, 2001. The increase in
inventory compared to December 31, 2001 was due primarily to the Companys
seasonal increase for anticipated spring sales. The increase in accounts payable
from December 2001 to March 2002 is primarily related to the seasonal build of
inventory.

Capital expenditures for the first three months of 2002 totaled $251,000.
These expenditures consisted of improvements in the Companys information
systems, improvements for the Companys Stores-On-Wheels and improvements to the
Companys manufacturing and distribution facilities.

The Company believes its current borrowing capacity is adequate to maintain
operations and capital requirements for the next three years.

Forward-Looking Statements

Certain statements included in the report are forward-looking statements
that are based on managements current belief, assumptions and expectations.
These forward-looking statements can be identified by the use of predictive or
future tense terms such as anticipate, estimate, project, may, will or
similar terms. These statements are made pursuant to the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. The Companys actual
future performance may differ materially from that anticipated in
forward-looking statements. Risk factors that would cause or contribute to such
differences include, but are not limited to:



| |  |  | regional weather conditions which have an impact on both timing and volume of sales;                                         
| | - |  | -----------------------------------------------------------------------------------------------------------------------------
|
| |  |  | the Companys successful execution of its operating plans;                                                                   
|
| |  |  | the Companys ability to integrate business acquisitions successfully;                                                       
|
| |  |  | general economic and business conditions;                                                                                    
|
| |  |  | the Companys strategic
reviews of invested capital could result in the disposition or
closing of locations or product lines;
|
| |  |  | changes in market demographics;                                                                                              

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| |  |  | changes in the regulation of the Companys products, including applicable environmental regulations; and
| | - |  | --------------------------------------------------------------------------------------------------------
|
| |  |  | the Companys ability to effectively manufacture, market and distribute new products.                   




ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISK

Not applicable.




PART II  OTHER INFORMATION

Item 1 Legal Proceedings

Except as noted below, the items in Part II are inapplicable or, if
applicable, would be answered in the negative. These items have been omitted and
no other reference is made thereto.

In February 2002, the Company received a
shareholder demand letter. Although an investigation is ongoing the
Company believes the allegations contained in the letter are without
merit.




Item 2 Changes in Securities and Use of Proceeds

On March 14, 2002, the Company issued 1,523 shares of Series B
Preferred Shares, without par value (the Shares), to former noteholders of the
Company. The Shares were issued as part of a make-whole payment to the
noteholders in connection with the prepayment in full of the notes which
occurred on January 14, 2002. The Shares accrue cumulative dividends at a rate
of 7% per annum, and dividends are payable primarily in additional Shares. The
Shares have a liquidation preference of $1,000 per share, have voting rights and
are redeemable at the election of the Company. The issuance of Shares was not
registered under the Securities Act of 1933 (the Act) in reliance upon the
exemption provided by Section 4(2) of the Act.




Item 6  Exhibits and Reports on Form 8-K

|    |  |                                                                                  |  |                                                                                        
|--- |  | -------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------
|(a) |  | Exhibits:                                                                        |  |                                                                                        
|    |  | (4) (j)                                                                          |  | Amended Articles of Incorporation of the Registrant                                    
|    |  | 10(r)                                                                            |  | Employment Separation Agreement by and between the Registrant and Charles J. McGonigle.
|    |  | 10(u)11                                                                          |  | Amendment to the Employee Agreement by and between the Registrant and William A. Foley.
|   
|(b) |  | Reports on Form 8-K: There were no reports on Form 8-K filed during this period.




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.

|             |  |                                                                                                      
|------------ |  | -----------------------------------------------------------------------------------------------------
|             |  | LESCO, INC.                                                                                          
|            
|May 14, 2002 |  | By   /s/ Jeffrey L. RutherfordJeffrey L. Rutherford
Senior Vice-President and Chief Financial Officer

16