A World of
Solutions
2016 ANNUAL REPORT
Net Sales
(in millions)
0
9
8
,
7
$
3
1
5
,
7
$
8
1
5
,
7
$
6
3
3
,
7
$
9
7
5
,
6
$
Income from
Operations (EBIT)1
(in millions)
6
6
4
$
5
4
4
$
9
6
3
$
4
7
3
$
2
3
3
$
Diluted EPS1
8
1
.
5
$
2
8
.
4
$
8
3
.
4
$
8
1
.
4
$
0
8
.
3
$
Free Cash Flow1
(in millions)
8
0
3
$
5
6
2
$
2
8
2
$
1
6
2
0 $
3
2
$
12
13
14
15
16
12
13
14
15
16
12
13
14
15
16
12
13
14
15
16
Financial Highlights
Year Ended December 31,
(Dollars in millions except for diluted EPS, financial leverage ratio, and percentages)
Net sales
Income from operations (EBIT) 1
Net income attributable to WESCO International, Inc. 1
Diluted EPS 1
Diluted share count
Free cash flow 1
Free cash flow as a % of net income 1
Total debt, including debt discount and deferred financing fees
Financial leverage ratio 2
Stockholders’ equity 1
ROIC 1
2012
2013
2014
2015
2016
$ 6,579
$ 7,513
$ 7,890
$ 7,518
$ 7,336
369
224
4.38
51.1
265
118%
1,919
4.7
1,576
11.3%
445
254
4.82
52.7
308
121%
1,662
3.2
1,765
9.9%
466
276
5.18
53.3
230
84%
1,586
3.0
1,928
10.0%
374
211
4.18
50.4
261
125%
1,665
3.8
1,774
7.8%
332
184
3.80
48.3
282
154%
1,403
3.5
2,092
7.5%
1 Non-GAAP financial measures are defined and reconciled on pages 92 and 93. 2012 and 2013 exclude the impact of a litigation matter. 2016 excludes the loss related to the redemption of the
6.0% Convertible Senior Debentures due 2029.
2 Financial leverage ratio is calculated by dividing total debt, including debt discount and deferred financing fees, by earnings before interest, taxes, depreciation and amortization (EBITDA),
excluding the impact of a litigation matter in 2012 and 2013.
Portfolio
40%
8%
11%
12%
14%
15%
PRODUCT CATEGORIES
■
■
■
■
■
■
General Supplies
Communications & Security
Wire, Cable & Conduit
Lighting & Sustainability
Electrical Distribution & Controls
Automation, Controls & Motors
4%
19%
77%
GEOGRAPHIES
■
■
■
United States
Canada
Rest of World
2016 Annual Report | A World of Solutions 1
A World of Solutions
Building Lasting Customer Relationships With Expansive Service Offerings
You know WESCO as one of the world’s largest electrical
distributors, efficiently and cost-effectively supplying one of
the industry’s broadest product portfolios to approximately
75,000 customers. But we are much more than a typical
distributor. We’re an industry-leading provider of supply
chain solutions, bringing an extensive array of value-added
services and technical capabilities to our customers every
day. With our services and expertise, our customers can
operate more efficiently, reduce their costs, and better plan
and manage their projects.
Whether we’re helping our customers solve problems and
identify opportunities, prescribing technical solutions,
managing their inventory and logistics, performing kitting
and product assembly, or providing turnkey supply chain
outsourcing through our integrated supply model, our
services and technical expertise drive the majority of
our product sales. We enable customers to simplify and
outsource parts of their supply chains, hold and manage less
inventory, and reduce capital project management time and
risks. We also help them save money, become safer and more
energy-efficient, and learn about the latest technologies.
Our solutions create long-term alliances with our customers
and a steady source of revenues and profits for WESCO.
In 2016, for example, we achieved contract renewal rates of
over 95% with our Global Accounts and Integrated Supply
customers. This is proof of the value we bring and the lasting
relationships it sustains. This is also the foundation of our
One WESCO strategy: to expand our global customer base
and relationships by integrating our portfolio of products,
services, and suppliers into comprehensive supply chain
solutions for our customers’ maintenance, repair, and
operating (MRO) supplies, original equipment manufacturers
(OEM) products, and capital project needs.
In 2017, we plan to continue expanding our service offerings
and investing in technical resources and employee
development. Our service capabilities are a key differentiator
and competitive advantage, and we expect them to increase
customer satisfaction and help drive profitable growth in the
years to come.
2 WESCO International, Inc.
To Our Shareholders,
Employees, and
Business Partners
OUR RESULTS
2016 was a challenging year. Sales and earnings per share declined
versus prior year, but our results were within our original outlook
range. These results reflect the difficult economic and end market
environment and the impact of lackluster demand on customer
spending in the industries we serve. We responded to these
challenges by reducing our costs and streamlining our organization
to enable investments in our growth initiatives. We also simplified
our capital structure and delivered strong free cash flow generation.
As a result of these actions, we have further strengthened our
business and are well-positioned to deliver improved results and
a return to growth in 2017:
To support investments in our business and deliver improved
shareholder returns, we strengthened our balance sheet and
generated our strongest free cash flow performance in seven
years at over 150% of net income. We acquired Atlanta Electrical
Distributors to strengthen our core in the U.S., and we exited
2016 with our financial leverage back within our preferred range.
In addition, we simplified our capital structure by redeeming
our convertible debentures at the date of our first call option,
which reduces our ongoing interest expense and eliminates
future dilution associated with this debt instrument. Finally, I am
pleased to report that our stock price increase in 2016 resulted
in a total shareholder return of over 50%.
To drive above-market sales growth, we continued to strengthen
our products and services portfolio while executing our One
WESCO strategy. Improved sales management and training
programs are focused on driving a broader and deeper
penetration with existing customers and adding new customers
in attractive verticals where we have compelling service value
propositions. We expanded our range of supply chain solutions,
building on a key WESCO competitive strength and our deep
roots in lean applications. We now offer nearly 50 distinct
services that provide value to our customers by reducing costs,
increasing productivity, and improving safety and sustainability.
To deliver increased profitability, we continued our efforts
to streamline our business, reduce structural costs, increase
productivity, and drive execution of our pricing, sourcing, and
margin improvement initiatives. Over the last two years, we
have reduced our workforce by more than 10% and consolidated
or exited 40 branches. At the same time, we added new talent
across the organization and further invested in our sales, supply
chain, and e-commerce functions.
As we enter 2017, we are seeing early signs of stabilization and
recovery in our end markets. With this improving economic
backdrop, leveraged by our actions to streamline and strengthen
our business, WESCO is well-positioned to return to profitable
sales growth and continue to deliver strong free cash flow. We are
also encouraged by expectations for regulatory reform, corporate
tax reform, and infrastructure spending, as well as their potential
positive impact on future economic growth and customer spending
and investment.
OUR STRATEGY
We are a leading electrical and industrial distributor in North
America, supplying one million products to approximately 75,000
customers, including a majority of the Fortune 500 companies.
We have amassed the portfolio, supplier relationships, geographic
footprint, talent, and expertise to deliver superior value to our
customers.
We are focused on building scale through organic growth and
acquisitions while expanding the supply chain solutions we provide
to our customers. We operate in highly fragmented markets,
providing us with ample opportunity to play a consolidator role.
2016 Annual Report | A World of Solutions 3
Increased scale brings stronger customer and supplier relationships
and, consequently, greater profitability and the ability to invest for
future growth.
Across the value chain, our customers are driving consolidation
and outsourcing, while suppliers are looking for stronger channel
partners to generate demand for their products. This will result in
a smaller number of larger relationships on both ends of our value
chain. WESCO is well-positioned to benefit from this trend.
OUR FUTURE
Our strong, capable, and committed management team and
organization of 9,000 associates are focused on leveraging our
extensive product and service portfolio, blue-chip customer and
supplier relationships, and footprint to deliver superior results
and create value for our shareholders. We expect to return to our
legacy of consistent profitable growth as our markets improve,
and we remain focused on what we can control — our strategy, our
investments, and our execution.
OUR PEOPLE
At our core, we are a service company — a people business. We
continue to invest in developing our workforce and have injected new
talent into WESCO to run a more streamlined organization, increase
the use of best-in-class processes and tools, and sharpen our focus
on executing with excellence. With the addition of a new CFO, our
first-ever CIO, and additional talent in our sales, supply chain, and
e-commerce functions, our team is now stronger than ever.
We aspire to be the employer of choice in our industry — able
to attract, develop, motivate, and retain top talent. In 2016,
we continued our investments in mentoring, military veteran
recruiting, and WESCO University training programs. We conducted
our bi-annual Employee Engagement Survey and are addressing
opportunities to make WESCO an even better place to work.
WESCO’s ranking in Fortune Magazine’s World’s Most Admired
Companies again improved in 2016 to number two in our industry
group. We also made positive progress on our diversity agenda as a
third WESCO executive received the “Most Powerful and Influential
Woman Award” from the Pennsylvania Diversity Council, and we
were again recognized by the 2020 Women on Boards campaign.
OUR CULTURE
Lean continuous improvement is at the heart of WESCO’s culture
and is the foundation of “how” we do business in all groups, in all
functions, and in all locations. We have been on our lean journey
for more than a decade and have made great progress, but we see
even greater opportunities in the future to reduce waste, compress
cycle times, and improve the efficiency and effectiveness of the
distribution value chain.
Social and environmental responsibility is also an important
part of WESCO’s culture. We met the energy-efficiency and waste
reduction goals that we set for ourselves five years ago and plan to
announce a new set of goals later this year. We are also helping our
customers improve their operations in the areas of lighting, energy
management, renewable energy, water and waste mitigation, and
green procurement. Consistent with our lean principles, we will
continue to measure our progress, seek improvement opportunities,
and report on our performance.
IN APPRECIATION
Robert J. Tarr Jr. retired from the WESCO Board of Directors in
May 2016 after 17 years of distinguished service. During his tenure,
Bob served as the Chairman of the Audit Committee and a member of
the Executive, Nominating and Governance, Audit, and Compensation
committees. On behalf of the Board of Directors and the entire
management team, we thank Bob for his outstanding leadership,
dedication, counsel, and invaluable contributions to WESCO.
OUR COMMITMENTS
To our customers, thank you for your business. We are committed
to creating value in your operations and supply chains to enable
you to perform at the highest level. We plan on exceeding your
expectations in 2017.
To our employees, thank you for your dedication, engagement,
and extraordinary effort in providing outstanding service to our
customers. You are the engine that drives WESCO and delivers our
competitive advantage.
To our suppliers, thank you for your support and ongoing
commitment. We are focused on combining our capabilities with
yours to provide complete solutions for our customers. Together,
we look forward to excelling in 2017.
To our shareholders, thank you for your continued investments and
confidence. We are committed to continually strengthening our
business and increasing shareholder value.
John Engel
Chairman, President, and Chief Executive Officer
4 WESCO International, Inc.
Supply Chain Solutions
In today’s challenging marketplace, companies are
looking for ways to simplify their supply chains
and reduce their costs. We work with our customers
to understand their needs, and we design and
implement customized solutions that meet their
specific requirements. We offer customized sourcing,
procurement, demand and inventory management,
warehousing, and logistics solutions that remove
waste, improve efficiencies, and provide tangible
savings. In 2016, the number of plants outsourcing
their MRO management and supply function to
WESCO’s Integrated Supply business increased by 5%.
We recently added a suite of WESCO e-commerce
solutions, including next-generation inventory
management and vending solutions, to deliver value
to our customers.
WESCO IN ACTION
A customer’s factory lacked an efficient inventory
control and tool tracking process to manage over
6,500 items in multiple equipment cribs. This led
to excessive spending and production downtime
across the factory. Management selected WESCO’s
e-Crib solution for this and other factories,
enabling them to quickly locate parts, track their
usage, and better control expensive tooling. As a
result, downtime and labor-related tool requests
were reduced by up to 98%, resulting in significant
efficiency gains. Additionally, more than a third of
the 6,500 items were identified as surplus.
2016 Annual Report | A World of Solutions 5
Capital Project Solutions
WESCO has decades of experience providing electrical and instrumentation
material and material management solutions for the non-residential
construction, global energy, mining and materials, power, and
infrastructure markets. We understand the importance of cost and
schedule to our customers’ major projects.
With skilled labor at a premium, avoiding downtime and increasing
productivity are always on the minds of our contractor customers.
WESCO’s Lean Construction Processes provide solutions to help customers
complete capital projects on time and within budget. We work with
them to map out project activities, and we deliver exactly what will be
needed on the jobsite each day. We also offer custom solutions, like cable
management, kitting, pre-fabrication, and assembly, saving thousands of
hours of on-site installation time for our contractor partners and enabling
costly skilled labor to focus on more technical tasks.
WESCO’s materials management services provide significant savings by
leveraging project spend, enabling global sourcing, reducing surplus
material, and increasing craft productivity. WESCO’s proprietary material
management software, called RPM, is a robust, centralized, web-based
system that provides complete project visibility and transparency. We
order, receive, organize, stage, store, and deliver materials to jobsites
in support of the project schedule. We stock customized carts with the
materials the electrician will need for each day’s work. Major materials are
staged and stored at WESCO’s branches and distribution centers until they
are needed at the jobsite.
WESCO IN ACTION
A major integrated oil
company engaged WESCO to
provide complete material
management for a $750
million plant expansion. The
project involves an EPC firm,
a general contractor, and two
electrical and instrumentation
subcontractors. WESCO is
providing complete material
management services,
including material take-offs,
sourcing, local warehousing,
kitting, and cable management,
along with on-site trailers and
personnel.
6 WESCO International, Inc.
Customized Product Solutions
Hundreds of customers rely on WESCO to assemble electrical, wiring,
and other components into kits, sub-assemblies, and products. This
simplifies our customers’ operations and enables them to focus on their
core capabilities. WESCO is a leading provider of electrical-based OEM
products, leveraging our lean service models and blue-chip global supplier
base. Our products and services enable our customers to reduce their
costs and inventory levels, while simplifying and increasing the flexibility
of their supply chains. In short, we help them to better compete in a global
manufacturing world.
Our sales professionals work face-to-face with our customers to create
customized solutions and build business advisory relationships on a
foundation of credibility, respect, and trust. We create automation
control systems that offer flexibility for meeting our customers’ unique
requirements and incorporate products from preferred suppliers. Our
customers benefit from leveraging WESCO’s cost structure and find value in
using us to both assemble and distribute their products.
WESCO IN ACTION
An offshore crane manufacturer
needed a source to develop
and assemble electrical control
boxes and kits to allow for quick
assembly in the field. WESCO
worked with the customer’s
50-year-old prints and was
able to update those to enable
an aftermarket upgrade
solution. WESCO has the
in-house capabilities to provide
a complete design, build, and
delivery solution.
2016 Annual Report | A World of Solutions 7
Technical Expert Solutions
For many of our customers, WESCO is an extension of their engineering
and manufacturing capabilities. We have technical experts in each of our
major product categories who advise customers on the latest products and
technologies and help them select the right solutions for their specific need.
Every day, our sales and technical experts help our customers identify
opportunities and define, purchase, and implement the right solutions to
make their operations or projects more cost-effective, efficient, and reliable.
In 2015, we acquired Aelux and Lumigent to design energy-efficient lighting
and controls retrofits for our commercial, industrial, and institutional
customers across North America. We team up with our suppliers to bring
the best-available new products and alternatives to our customers. We
also offer a variety of training to keep our customers up-to-date on new
concepts, new products, and new technologies.
WESCO’s Global Accounts team leverages our global footprint, key
relationships with multi-national manufacturers, and best-cost regional
sourcing to support our customers’ locations around the world. We offer
a comprehensive set of supply chain solutions, including local inventory,
staging of long lead items, ocean and air freight, customs clearance, and
export/import compliance. Our integrated operating model allows WESCO
to seamlessly implement agreements across multiple countries and provide
customers with the opportunity to leverage their global spend, normalize
key commercial terms, and drive product standardization.
WESCO IN ACTION
WESCO won a five-year Global
Account contract to perform
a national lighting upgrade
and supply MRO materials for
over 10 million square feet
of customer space. We are
providing a complete material
supply program using third-
party service partners and
installers, and are utilizing
advanced WESCO lighting
and energy management
capabilities. This multi-
category win was made possible
by our One WESCO strategy
and our extensive product and
service expertise.
8 WESCO International, Inc.
Global Solutions
Approximately 500 locations around the world
CANADA
U.S.A.
MEXICO
ECUADOR
PERU
CHILE
SCOTLAND
IRELAND
ENGLAND
SPAIN
POLAND
BELGIUM
UAE
CHINA
THAILAND
SINGAPORE
ANGOLA
WESCO IN ACTION
WESCO is providing data communications,
security, and electrical material to a leading global
technology company in 11 countries. We utilize
an in-country and regional support structure that
meets the customer’s need for rapid deployment,
scalability, global sourcing, multi-currency
transactions, and local inventory. This structure
also provides standardized customer service
support in the Americas, EMEA, and Asia-Pacific.
Corporate Profile / WESCO International, Inc. (NYSE: WCC), a publicly traded Fortune 500 holding company headquartered in Pittsburgh,
Pennsylvania, is a leading provider of electrical, industrial, and communications maintenance, repair and operating (MRO) and original
equipment manufacturers (OEM) products, construction materials, and advanced supply chain management and logistic services. 2016
annual sales were approximately $7.3 billion. The company employs approximately 9,000 people, maintains relationships with over 25,000
suppliers, and serves approximately 75,000 active customers worldwide. Customers include commercial and industrial businesses,
contractors, government agencies, institutions, telecommunications providers, and utilities. WESCO operates nine fully automated
distribution centers and approximately 500 full-service branches in North America and international markets, providing a local presence for
customers and a global network to serve multi-location businesses and multi-national corporations.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 31, 2016
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 001-14989
WESCO International, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
225 West Station Square Drive
Suite 700
Pittsburgh, Pennsylvania
(Address of principal executive offices)
25-1723342
(I.R.S. Employer
Identification No.)
15219
(Zip Code)
(412) 454-2200
(Registrant’s telephone number, including area code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of Class
Common Stock, par value $.01 per share
Name of Exchange on which registered
New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes
No
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 at least the past 90 days. Yes
No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such file). Yes
No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act. (Check one):
Large accelerated filer
Accelerated filer
Non-accelerated filer
(Do not check if a smaller reporting company)
Smaller reporting company
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes
No
The registrant estimates that the aggregate market value of the voting shares held by non-affiliates of the registrant was approximately
$2,166.6 million as of June 30, 2016, the last business day of the registrant’s most recently completed second fiscal quarter, based on the closing
price on the New York Stock Exchange for such stock.
As of February 21, 2017, 48,720,648 shares of Common Stock, par value $.01 per share, of the registrant were outstanding.
Part III of this Form 10-K incorporates by reference portions of the registrant’s Proxy Statement for its 2017 Annual Meeting of Stockholders.
DOCUMENTS INCORPORATED BY REFERENCE:
TABLE OF CONTENTS
PART I
Item 1. Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Mine Safety Disclosures
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Item 6. Selected Financial Data
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risks
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accountant Fees and Services
PART IV
Item 15. Exhibits and Financial Statement Schedules
Item 16. Form 10-K Summary
Signatures
EX-21.1
EX-23.1
EX-31.1
EX-31.2
EX-32.1
EX-32.2
Page
1
9
13
13
14
14
15
17
18
32
33
73
73
73
74
74
74
74
74
75
79
81
Item 1. Business.
PART I
In this Annual Report on Form 10-K, “WESCO” refers to WESCO International, Inc., and its subsidiaries and its
predecessors unless the context otherwise requires. References to “we,” “us,” “our” and the “Company” refer to WESCO and
its subsidiaries.
The Company
WESCO International, Inc. (“WESCO International”), incorporated in 1993 and effectively formed in February 1994 upon
acquiring a distribution business from Westinghouse Electric Corporation, is a leading North American-based distributor of
products and provider of advanced supply chain management and logistics services used primarily in industrial, construction,
utility, and commercial, institutional and government (“CIG”) markets. We are a leading provider of electrical, industrial, and
communications maintenance, repair and operating (“MRO”) and original equipment manufacturers (“OEM”) products,
construction materials, and advanced supply chain management and logistics services. Our primary product categories include
general supplies, wire, cable and conduit, communications and security, electrical distribution and controls, lighting and
sustainability, and automation, controls and motors.
We serve approximately 75,000 active customers globally through approximately 500 full service branches primarily
located in North America, with operations in 14 additional countries and nine distribution centers located in the United States
and Canada. The Company employs approximately 9,000 employees worldwide. We distribute over 1,000,000 products,
grouped into six categories, from more than 25,000 suppliers, utilizing a highly automated, proprietary electronic procurement
and inventory replenishment system.
In addition, we offer a comprehensive portfolio of value-added capabilities, which includes supply chain management,
logistics and transportation, procurement, warehousing and inventory management, as well as kitting, limited assembly of
products and system installation. Our value-added capabilities, extensive geographic reach, experienced workforce and broad
product and supply chain solutions have enabled us to grow our business and establish a leading position in North America.
Industry Overview
We operate in highly fragmented markets that include thousands of small regional and locally based, privately owned
competitors. According to one industry publication, in 2015, the latest year for which market data is available, the five largest
full-line electrical distributors in North America, including WESCO, accounted for approximately 33% of an estimated $100
billion-plus of electrical sales in North America. Our global account, integrated supply and OEM programs provide customers
with regional, national, North American and global supply chain consolidation opportunities. The demand for these programs is
driven primarily by the desire of companies to reduce operating expenses by outsourcing operational and administrative
functions associated with the procurement, management and utilization of MRO supplies and OEM components. We believe
that opportunities exist for expansion of these programs. The total potential in the United States for purchases of MRO and
OEM supplies and services across all industrial distribution market segments and channels is estimated to be nearly
$500 billion per a combination of industry sources.
According to various industry sources, electrical distribution industry sales have grown low-single-digits on average over
the past three years, despite a low-single-digit decline in 2016. Growth in recent years has been driven by new products,
technologies and applications. It is estimated that approximately 75% of electrical products sold in the United States are
delivered to the end user through the distribution channel.
1
Markets and Customers
We have a large base of approximately 75,000 active customers across a diverse set of end markets. Our top ten customers
accounted for approximately 13% of our sales in 2016. No one customer accounted for more than 4% of our sales in 2016.
The following table outlines our sales breakdown by end market:
Year Ended December 31,
(percentages based on total sales)
Industrial
Construction
Utility
Commercial, Institutional and Government
2016
36%
34%
16%
14%
2015
39%
32%
15%
14%
2014
42%
31%
14%
13%
Industrial. Sales to industrial customers of MRO, OEM, and construction products and services accounted for
approximately 36% of our sales in 2016, compared to 39% in 2015. Industrial sales product categories include a broad range of
electrical equipment and supplies as well as lubricants, pipe, valves, fittings, fasteners, cutting tools, power transmission, and
safety products. In addition, OEM customers require a reliable supply of assemblies and components to incorporate into their
own products as well as value-added services such as supplier consolidation, design and technical support, just-in-time supply
and electronic commerce, and supply chain management.
Construction. Sales of electrical and communications products to contractors accounted for approximately 34% of our sales
in 2016, compared to 32% in 2015. Customers include a wide array of contractors and engineering, procurement and
construction firms for industrial, infrastructure, commercial and data and broadband communications projects. Specific
applications include projects for refineries, railways, hospitals, wastewater treatment facilities, data centers, security
installations, offices, and modular and mobile homes. In addition to a wide array of electrical products, we offer contractors
communications products for projects related to IT/network modernization, physical security upgrades, broadband
deployments, network security, and disaster recovery.
Utility. Sales to utilities and utility contractors accounted for approximately 16% of our sales in 2016, compared to 15% in
2015. Customers include large investor-owned utilities, rural electric cooperatives, municipal power authorities and contractors
that serve these customers. We provide our utility customers with products and services to support the construction and
maintenance of their generation, transmission and distribution systems along with an extensive range of products that meet
their power plant MRO and capital projects needs. Materials management and procurement outsourcing arrangements are also
important in this market, as cost pressures and deregulation have caused utility customers to seek improvements in the
efficiency and effectiveness of their supply chains.
Commercial, Institutional and Government ("CIG"). Sales to CIG customers accounted for approximately 14% of our
sales in 2016 and 2015. Customers include schools, hospitals, property management firms, retailers and federal, state and local
government agencies of all types, including federal contractors.
Business Strategy
Our goal is to grow organically at a rate greater than that of our industry while making accretive acquisitions. Our organic
growth strategy focuses on enhancing our sales, technical expertise and customer service capabilities to acquire new customers
and increase our sales to current customers, broaden our product and service offerings and expand our geographic footprint. We
utilize LEAN continuous improvement initiatives on a company-wide basis to deliver operational excellence and improve
productivity. We also extend our LEAN initiatives to customers to improve the efficiency and effectiveness of their operations
and supply chains. In addition, we seek to develop a distinct competitive advantage through talent management and employee
development processes and programs.
We have identified certain growth engines that we believe provide substantial opportunities for above-market growth, and
have developed strategies to address each of these areas of opportunity. These growth engines are a combination of business
models, selected end markets and product categories, as discussed below.
Grow Our Global Account Customer Relationships and Base. Our typical global account customer is a large, multi-
location industrial or commercial company, a large utility, a major contractor, or a government or institutional customer. Our
global account program is designed to provide customers with supply chain management services and cost reductions by
coordinating and standardizing activity for MRO materials and OEM direct materials across their multiple locations, utilizing
our broad geographic footprint and our largely integrated information technology platform. Comprehensive account plans are
developed and managed at the local, national and international levels to prioritize activities, identify key performance
2
measures, and track progress against objectives. We involve our preferred suppliers early in the implementation process to
contribute expertise and product knowledge to accelerate program implementation and delivery of cost savings and process
improvements.
We plan to continue to expand our product and service offerings to existing global account customers, and increase our
reach to serve additional customer locations. We plan on expanding our customer base by capitalizing on our industry expertise
and supply chain optimization capabilities.
Extend Our Position in Integrated Supply Programs. Our integrated supply programs focus on optimizing the supply chain
and replacing the traditional multi-vendor, resource-intensive procurement process with a single, outsourced, automated
process. Each integrated supply program employs our product and distribution expertise to reduce the number of suppliers, total
procurement costs, and administrative expenses, while meeting the customers’ service needs and improving their operating
controls. We believe that large customers will seek to utilize such services to consolidate and simplify their MRO and OEM
supply chains.
We are expanding our position in North America as an integrated supply service provider by building upon established
relationships within our large customer base and premier supplier network, and extending our services to additional customers
and locations around the world. Our services are offered across all four of our end markets.
Expand Our Relationships with Construction Contractors. We support new construction, renovation and retrofit projects
across a wide variety of vertical markets, including manufacturing, healthcare, education, enterprise data communications,
telecommunications, energy and government infrastructure. We believe that significant cross selling opportunities exist for our
electrical and communications products and expertise, and we plan to use our global account and integrated supply programs,
LEAN initiatives and project management expertise to capitalize on new non-residential construction opportunities.
Expand Products and Services for Utilities. Our investor-owned, public power and utility contractor customers continue to
focus on improving grid reliability and operating efficiency, while reducing costs. As a result, we anticipate opportunities from
distribution grid improvement and transmission expansion projects as well as the adoption of integrated supply programs.
Accordingly, we are focused on expanding our logistical and project services and supply chain management programs to
increase our scope of supply on distribution grid, generation and other energy projects, including alternative energy projects.
Invest in Industrial MRO and Safety. Our sales of industrial maintenance, repair, and operating supply (MRO) materials
include a broad range of electrical and non-electrical products used in the ongoing maintenance and repair of equipment used in
production processes. These products are also used for facility upkeep in manufacturing, commercial, institutional, and other
operations. In addition, through acquisitions, we have expanded our safety products, personal protection safety equipment, first
aid supplies, and OSHA compliance categories to complement the industrial MRO product lines.
Expand International Operations. We seek to capitalize on existing and emerging international market opportunities
through the expansion of our global product and service platforms. We follow large existing global customers into international
markets, extending our procurement outsourcing, integrated supply programs and supplier relationships. Once established, we
also seek to develop new business opportunities in these markets. We believe this strategy of working with well-developed
customer and supplier relationships significantly reduces risk and provides the opportunity to establish profitable business. Our
priorities are focused on global vertical markets including energy, mining and metals, manufacturing, and infrastructure, as well
as key product categories such as communications and security.
Grow Our Communications Products Position. Over the last several years, there has been a convergence of electrical and
data communications contractors. Our ability to provide both electrical and communications products and services lines as well
as automation, electromechanical, non-electrical MRO, physical security and utility products has presented cross selling
opportunities across WESCO. Communications products are in continual demand due to network upgrades, low voltage
security investments, data center upgrades and increasing broadband and telecommunications usage.
Grow Lighting System and Sustainability Sales. Lighting applications are undergoing significant innovation, driven by
energy efficiency and sustainability trends. We have expanded our sales team and marketing initiatives and increased our
presence and customer base with the acquisition of Needham Electric Supply. We expect to continue to add product and service
offerings to provide lighting and energy-saving solutions.
Pursue Strategic Acquisitions. In 2016, we acquired Atlanta Electrical Distributors, LLC, which expanded our construction
end market presence in the growing Southeastern United States. Since 2010, we have made fourteen acquisitions that have
helped us strengthen our product and services portfolio and increase our customer base, as well as provide an important source
of talent.
We believe that the highly fragmented nature of the electrical and industrial distribution industry will continue to provide
acquisition opportunities.
3
Drive Operational Excellence. LEAN continuous improvement is a set of company-wide strategic initiatives to increase
efficiency and effectiveness across the entire business enterprise, including sales, operations and administrative processes. The
basic principles behind LEAN are to systematically identify and implement improvements through simplification, elimination
of waste and reduction in errors. We apply LEAN in our distribution environment, and develop and deploy numerous initiatives
through the Kaizen approach targeting improvements in sales, margin, warehouse operations, transportation, purchasing,
working capital management and administrative processes. Our objective is to continue to implement LEAN initiatives across
our business enterprise and to extend LEAN services to our customers and suppliers.
Talent Management. We seek to develop a distinct competitive advantage through talent management and employee
engagement and development. We believe our ability to attract, develop and retain diverse human capital is imperative to
ongoing business success. We improve workforce capability through various programs and processes that identify, recruit,
develop and promote our talent base. Significant enhancements in these programs have been made over the last several years,
and we expect to continue to refine and enhance these programs in the future.
Products and Services
Products
Our network of branches and distribution centers stock approximately 230,000 unique product stock keeping units and we
provide customers with access to more than 1,000,000 different products. Each branch tailors its inventory to meet the needs of
its local customers.
Representative product categories and associated product lines that we offer include:
• General Supplies. Wiring devices, fuses, terminals, connectors, boxes, enclosures, fittings, lugs, terminations, wrap,
splicing and marking equipment, tools and testers, safety, personal protection, sealants, cutting tools, adhesives,
consumables, fasteners, janitorial and other MRO supplies;
• Wire, Cable and Conduit. Wire, cable, raceway, metallic and non-metallic conduit;
• Communications and Security. Structured cabling systems, broadband products, low voltage specialty systems,
specialty wire and cable products, equipment racks and cabinets, access control, alarms, cameras, paging and voice
solutions;
• Electrical Distribution and Controls. Circuit breakers, transformers, switchboards, panel boards, metering products
and busway products;
•
Lighting and Sustainability. Lamps, fixtures, ballasts and lighting control products, and
• Automation, Controls and Motors. Motor control devices, drives, surge and power protection, relays, timers,
pushbuttons, operator interfaces, switches, sensors, and interconnects.
The following table sets forth sales information by product category:
Year Ended December 31,
(percentages based on total sales)
General Supplies
Wire, Cable and Conduit
Communications and Security
Electrical Distribution and Controls
Lighting and Sustainability
Automation, Controls and Motors
2016
40%
14%
15%
11%
12%
8%
2015
40%
15%
15%
11%
10%
9%
2014
40%
16%
14%
11%
10%
9%
We purchase products from a diverse group of more than 25,000 suppliers. In 2016, our ten largest suppliers accounted for
approximately 32% of our purchases. Our largest supplier in 2016 was Eaton Corporation, accounting for approximately 11%
of our purchases. No other supplier accounted for more than 5% of our total purchases.
Our supplier relationships are important to us, providing access to a wide range of products, technical training, and sales
and marketing support. We have approximately 300 preferred supplier arrangements with more than 200 firms and purchase
nearly 60% of our products pursuant to these arrangements. Consistent with industry practice, most of our agreements with
suppliers, including both distribution agreements and preferred supplier agreements, are terminable by either party on 60 days
notice or less.
4
Services
As part of our overall offering, we provide customers a comprehensive portfolio of value-added solutions within a wide
range of service categories including construction, e-commerce, energy and sustainability, engineering services, production
support, safety and security, supply chain optimization, training, and working capital. These solutions are designed to address
our customers' business needs through:
• Technical support for operational and transactional process improvements;
•
Inventory optimization programs, including just-in-time delivery and vendor managed inventory;
• Collaborative, cross-functional, cost savings teams;
• Dedicated on-site support personnel;
• Consultation on energy-efficient product upgrades, and
•
Safety and product training for customer employees.
Competitive Strengths
As a leading electrical distributor in a highly fragmented North American market, we compete directly with global, national,
regional and local distributors of electrical and other industrial supplies, along with buying groups formed by smaller
distributors. Competition is generally based on product line breadth, product availability, service capabilities and price. We
believe that our market leadership, broad product offering and value-added services, extensive distribution network and low-
cost operator status provide distinct competitive advantages.
Market Leadership. Our ability to manage complex global supply chains, and multi-site facility maintenance programs and
construction projects, which require special sourcing, technical advice, logistical support and locally based service, has enabled
us to establish a strong presence in the competitive and fragmented North American electrical distribution market.
Broad Product Offering and Value-added Services. We provide a wide range of products, services and procurement
solutions, which draw on our product knowledge, supply and logistics expertise, system capabilities and supplier relationships
to enable our customers to maximize productivity, minimize waste, improve efficiencies, reduce costs and enhance safety. Our
broad product offering and stable source of supply enables us to consistently meet customers’ wide-ranging capital project,
MRO and OEM requirements.
Extensive Distribution Network. We operate approximately 500 geographically dispersed branch locations and nine
distribution centers (five in the United States and four in Canada). Our distribution centers add value for our customers,
suppliers, and branches through the combination of a broad and deep selection of inventory, online ordering and next-day
shipment capabilities, and central order handling and fulfillment. Our distribution center network reduces the lead time and cost
of supply chain activities through its automated replenishment and warehouse management system, and provides economies of
scale in purchasing, inventory management, administration and transportation. This extensive network, which would be
difficult and expensive to replicate, allows us to:
• Enhance localized customer service, technical support and sales coverage;
• Tailor individual branch products and services to local customer needs, and
• Offer multi-site distribution capabilities to large customers and global accounts.
Low-Cost Operator. Our competitiveness has been enhanced by our consistent favorable operating cost position, which is
based on the use of LEAN, strategically-located distribution centers, and purchasing economies of scale. As a result of these
and other factors, our operating cost as a percentage of sales is one of the lowest in our industry. Our selling, general and
administrative expenses as a percentage of revenues for 2016 were 14.3%.
5
Geography
Our network of branches and distribution centers are located primarily in North America. We attribute revenues from
external customers to individual countries on the basis of the point of sale. The following table sets forth information about us
by geographic area:
(In thousands)
United States
Canada
Mexico
Net Sales
Year Ended December 31,
Long-Lived Assets
December 31,
2016
2015
2014
2016
2015
2014
$ 5,635,803
77% $ 5,665,962
75% $ 5,618,240
71% $
123,465
$
157,570
$
127,670
1,394,657
62,430
19%
1%
1,533,705
70,048
21%
1%
1,899,173
95,585
24%
1%
Subtotal North American
Operations
7,092,890
7,269,715
7,612,998
Other International
243,127
3%
248,772
3%
276,628
4%
60,372
227
184,064
4,583
63,088
332
80,080
442
220,990
208,192
5,369
8,213
Total
$ 7,336,017
$ 7,518,487
$ 7,889,626
$
188,647
$
226,359
$
216,405
United States. To serve our customers in the United States, we operate a network of approximately 350 branches supported
by five distribution centers located in Arkansas, Mississippi, Nevada, Pennsylvania and Wisconsin. Sales in the United States
represented approximately 77% of our total sales in 2016. According to an industry source, the U.S. electrical wholesale
distribution industry had estimated sales of nearly $100 billion in 2016.
Canada. To serve our Canadian customers, we operate a network of approximately 130 branches in nine provinces. Branch
operations are supported by four distribution centers located in Alberta, British Columbia, Ontario and Quebec. Sales in Canada
represented approximately 19% of our total sales in 2016. Total annual electrical industry sales in Canada were more than $7
billion in 2016, according to an industry source.
Mexico. We have seven branch locations in Mexico. Our headquarters in Tlalnepantla Estado de Mexico operates similar to
a distribution center to enhance the service capabilities of the local branches. Sales in Mexico represented approximately 1% of
our total sales in 2016.
Other International. We sell to global customers through export sales offices located in Calgary, Houston, Miami, Montreal
and Pittsburgh within North America and sales offices and branch operations in various international locations. Sales from
other international locations represented approximately 3% of our total sales in 2016. Our branches in Aberdeen, Scotland,
Dublin, Ireland and Manchester, England support sales efforts in Europe and the Middle East. We have branches in Singapore
and Thailand to support our sales to Asia and a branch near Shanghai to serve customers in China. Furthermore, we support
sales in South America through our branches in Chile, Ecuador and Peru, and we have operations in five additional countries.
Many of our international locations have been established to serve our growing list of customers with global operations.
Intellectual Property
We currently have trademarks, patents and service marks registered with the U.S. Patent and Trademark Office and
Canadian Intellectual Property Office. The trademarks and service marks registered in the U.S. include: “WESCO®”, our
corporate logo and the running man logo. The Company's "EECOL" trademark is registered in Canada. In addition, trademarks,
patents, and service mark applications have been filed in various foreign jurisdictions, including Canada, Chile, China, the
European Community, Hong Kong, Mexico, Singapore, Thailand and the United Kingdom.
Environmental Matters
Our facilities and operations are subject to federal, state and local laws and regulations relating to environmental protection
and human health and safety. Some of these laws and regulations may impose strict, joint and several liabilities on certain
persons for the cost of investigation or remediation of contaminated properties. These persons may include former, current or
future owners or operators of properties and persons who arranged for the disposal of hazardous substances. Our owned and
leased real property may give rise to such investigation, remediation and monitoring liabilities under environmental laws. In
addition, anyone disposing of certain products we distribute, such as ballasts, fluorescent lighting and batteries, must comply
with environmental laws that regulate certain materials in these products.
We believe that we are in compliance, in all material respects, with applicable environmental laws. As a result, we do not
anticipate making significant capital expenditures for environmental control matters either in the current year or in the near
future.
6
Seasonality
Sales during the first quarter are affected by a reduced level of activity. Sales during the second, third and fourth quarters
are generally 5 - 7% higher than the first quarter. Sales typically increase beginning in March, with slight fluctuations per
month through October. During periods of economic expansion or contraction our sales by quarter have varied significantly
from this seasonal pattern.
Website Access
Our Internet address is www.wesco.com. Information contained on our website is not part of, and should not be construed
as being incorporated by reference into, this Annual Report on Form 10-K. We make available free of charge under the
“Investors” heading on our website our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form
8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), as well as our Proxy Statements, as soon as reasonably practicable after such
documents are electronically filed or furnished, as applicable, with the Securities and Exchange Commission (the “SEC”). You
also may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE,
Washington, DC 20549-0213. You may obtain information on the operation of the Public Reference Room by calling the SEC
at 1-800-SEC-0330. The SEC maintains an Internet site at www.sec.gov that contains reports, proxy and information statements
and other information regarding issuers like us who file electronically with the SEC.
In addition, our charters for our Executive Committee, Nominating and Governance Committee, Audit Committee and
Compensation Committee, as well as our Corporate Governance Guidelines, Code of Principles for Senior Executives,
Independence Policy, Global Anti-Corruption Policy, and Code of Business Ethics and Conduct for our Directors, officers and
employees, are all available on our website in the “Corporate Governance” link under the “Investors” heading.
Forward-Looking Information
This Annual Report on Form 10-K contains various “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements involve certain unknown risks and uncertainties, including, among
others, those contained in Item 1, “Business,” Item 1A, “Risk Factors,” and Item 7, “Management’s Discussion and Analysis of
Financial Condition and Results of Operations.” When used in this Annual Report on Form 10-K, the words “anticipates,”
“plans,” “believes,” “estimates,” “intends,” “expects,” “projects,” “will” and similar expressions may identify forward-looking
statements, although not all forward-looking statements contain such words. Such statements, including, but not limited to, our
statements regarding business strategy, growth strategy, competitive strengths, productivity and profitability enhancement,
competition, new product and service introductions and liquidity and capital resources, are based on management’s beliefs, as
well as on assumptions made by and information currently available to management, and involve various risks and
uncertainties, some of which are beyond our control. Our actual results could differ materially from those expressed in any
forward-looking statement made by us or on our behalf. In light of these risks and uncertainties, there can be no assurance that
the forward-looking information will in fact prove to be accurate. We have undertaken no obligation to publicly update or
revise any forward-looking statements, whether as a result of new information, future events or otherwise.
7
Executive Officers
Our executive officers and their respective ages and positions as of February 22, 2017, are set forth below.
Name
John J. Engel
Diane E. Lazzaris
David S. Schulz
Kimberly G. Windrow
Age
55
50
51
59
Position
Chairman, President and Chief Executive Officer
Senior Vice President and General Counsel
Senior Vice President and Chief Financial Officer
Senior Vice President and Chief Human Resources Officer
Set forth below is biographical information for our executive officers listed above.
John J. Engel was appointed Chairman of the Board in May 2011 and has served as President and Chief Executive Officer
since September 2009. Previously, Mr. Engel served as our Senior Vice President and Chief Operating Officer from 2004 to
September 2009. From 2003 to 2004, Mr. Engel served as Senior Vice President and General Manager of Gateway, Inc. From
1999 to 2002, Mr. Engel served as an Executive Vice President and Senior Vice President of Perkin Elmer, Inc. From 1994 to
1999, Mr. Engel served as a Vice President and General Manager of Allied Signal, Inc. and held various engineering,
manufacturing and general management positions at General Electric Company from 1985 to 1994.
Diane E. Lazzaris has served as our Senior Vice President and General Counsel since January 2014, and from February
2010 to December 2013 she served as our Vice President, Legal Affairs. From 2008 to February 2010, Ms. Lazzaris served as
Senior Vice President - Legal, General Counsel and Corporate Secretary of Dick’s Sporting Goods, Inc. From 1994 to 2008,
she held various corporate counsel positions at Alcoa Inc., most recently as Group Counsel to a group of global businesses.
David S. Schulz has served as our Senior Vice President and Chief Financial Officer since October 2016. From April 2016
to October 2016, he served as Senior Vice President and Chief Operating Officer of Armstrong Flooring, Inc. From November
2013 to March 2016, he served as Senior Vice President and Chief Financial Officer of Armstrong World Industries, Inc., and
as Vice President, Finance of the Armstrong Building Products division from June 2011 to November 2013. Prior to joining
Armstrong World Industries in 2011, he held various financial leadership roles with Proctor & Gamble and The J.M. Smucker
Company. Mr. Schulz began his career as an officer in the United States Marine Corps.
Kimberly G. Windrow has served as our Senior Vice President and Chief Human Resources Officer since January 2014, and
from August 2010 to December 2013 she served as our Vice President, Human Resources. From 2004 until July 2010, Ms.
Windrow served as Senior Vice President of Human Resources for The McGraw Hill Companies in the education
segment. From 2001 until 2004, she served as Senior Vice President of Human Resources for The MONY Group, and from
1988 until 2000, she served in various Human Resource positions at Willis, Inc.
8
Item 1A. Risk Factors.
The following factors, among others, could cause our actual results to differ materially from the forward-looking statements
we make. All forward-looking statements attributable to us or persons working on our behalf are expressly qualified by the
following factors. This information should be read in conjunction with Item 7, Management’s Discussion and Analysis of
Financial Condition and Results of Operations, Item 7A, Quantitative and Qualitative Disclosures about Market Risks and the
consolidated financial statements and related notes included in this Form 10-K.
Adverse conditions in the global economy and disruptions of financial markets could negatively impact our results of
operations.
Our results of operations are affected by the level of business activity of our customers, which in turn is affected by global
economic conditions and market factors impacting the industries and markets that they serve. Certain global economies and
markets continue to experience significant uncertainty and volatility, particularly commodity-driven end markets such as oil
and gas and metals and mining. Adverse economic conditions or lack of liquidity in these markets, particularly in North
America, may adversely affect our revenues and operating results. Economic and financial market conditions also affect the
availability of financing for projects and for our customers' capital or other expenditures, which can result in project delays or
cancellations and thus affect demand for our products. There can be no assurance that any governmental responses to economic
conditions or disruptions in the financial markets ultimately will stabilize the markets or increase our customers' liquidity or the
availability of credit to our customers. Should one or more of our larger customers declare bankruptcy, it could adversely affect
the collectability of our accounts receivable, bad debt reserves and net income. In addition, our ability to access the capital
markets may be restricted at a time when we would like, or need, to do so. The economic, political and financial environment
also may affect our business and financial condition in ways that we currently cannot predict, and there can be no assurance
that economic, political and market conditions will not adversely affect our results of operations, cash flow or financial position
in the future. Fluctuations of the U.S. dollar relative to other currencies could negatively affect our business, financial results
and liquidity.
Certain events or conditions, including a failure or breach of our information security systems, could lead to
interruptions in our operations, which may materially adversely affect our business, financial condition or results of
operations.
We operate a number of facilities and we coordinate company activities, including information technology systems and
administrative services and the like, through our headquarters operations. Our operations depend on our ability to maintain
existing systems and implement new technology, which includes allocating sufficient resources to periodically upgrade our
information technology systems, and to protect our equipment and the information stored in our databases against both
manmade and natural disasters, as well as power losses, computer and telecommunications failures, technological breakdowns,
unauthorized intrusions, cyber-attacks, and other events. Conversions to new information technology systems may result in cost
overruns, delays or business interruptions. If our information technology systems are disrupted, become obsolete or do not
adequately support our strategic, operational or compliance needs, it could result in competitive disadvantage and adversely
affect our financial results and business operations, including our ability to process orders, receive and ship products, maintain
inventories, collect accounts receivable and pay expenses.
Because we rely heavily on information technology both in serving our customers and in our enterprise infrastructure in
order to achieve our objectives, we may be vulnerable to damage or intrusion from a variety of cyber-attacks including
computer viruses, worms or other malicious software programs that access our systems. Despite the precautions we take to
mitigate the risks of such events, an attack on our enterprise information technology system could result in theft or disclosure of
our proprietary or confidential information or a breach of confidential customer, supplier or employee information. Such events
could have an adverse impact on revenue and harm our reputation. Additionally, such an event could cause us to incur legal
liability and costs, which could be significant, in order to address and remediate the effects of an attack and related security
concerns.
We also depend on accessible office facilities, distribution centers and information technology data centers for our
operations to function properly. An interruption of operations at any of our distribution centers could have a material adverse
effect on the operations of branches served by the affected distribution center. Such disaster related risks and effects are not
predictable with certainty and, although they typically can be mitigated, they cannot be eliminated. We seek to mitigate our
exposures to disaster events in a number of ways. For example, where feasible, we design the configuration of our facilities to
reduce the consequences of disasters. We also maintain insurance for our facilities against casualties and we evaluate our risks
and develop contingency plans for dealing with them. Although we have reviewed and analyzed a broad range of risks
applicable to our business, the ones that actually affect us may not be those we have concluded most likely to occur.
Furthermore, although our reviews have led to more systematic contingency planning, our plans are in varying stages of
9
development and execution, such that they may not be adequate at the time of occurrence for the magnitude of any particular
disaster event that befalls us.
Loss of key suppliers, product cost fluctuations, lack of product availability or inefficient supply chain operations
could decrease sales and earnings.
Most of our agreements with suppliers are terminable by either party on 60 days' notice or less. Our ten largest suppliers in
2016 accounted for approximately 32% of our purchases for the period. Our largest supplier in 2016 was Eaton Corporation,
accounting for approximately 11% of our purchases. The loss of, or a substantial decrease in the availability of, products from
any of these suppliers, a supplier's change in sales strategy to rely less on distribution channels, the loss of key preferred
supplier agreements, or disruptions in a key supplier's operations could have a material adverse effect on our business. Supply
interruptions could arise from shortages of raw materials, effects of economic, political or financial market conditions on a
supplier's operations, labor disputes or weather conditions affecting products or shipments, transportation disruptions,
information system disruptions or other reasons beyond our control.
In addition, certain of our products, such as wire and conduit, are commodity-price-based products and may be subject to
significant price fluctuations which are beyond our control. While increases in the cost of energy or products could have
adverse effects, decreases in those costs, particularly if severe, could also adversely impact us by creating deflation in selling
prices, which could cause our gross profit margin to deteriorate. Fluctuations in energy or raw materials costs can also
adversely affect our customers. The recent declines in oil and gas prices have negatively impacted our customers operating in
those industries and, consequently, our sales to those customers. Furthermore, we cannot be certain that particular products or
product lines will be available to us, or available in quantities sufficient to meet customer demand. Such limited product access
could cause us to be at a competitive disadvantage. The profitability of our business is also dependent upon the efficiency of
our supply chain. An inefficient or ineffective supply chain strategy or operations could increase operational costs, reduce profit
margins and adversely affect our business.
Expansion into new business activities, industries, product lines or geographic areas could subject the company to
increased costs and risks and may not achieve the intended results.
Engaging in or significantly expanding business activities in product sourcing, sales and services could subject the company
to unexpected costs and risks. Such activities could subject us to increased operating costs, product liability, regulatory
requirements and reputational risks. Our expansion into new and existing markets, including manufacturing related or regulated
businesses, may present competitive, distribution and regulatory challenges that differ from current ones. We may be less
familiar with the target customers and may face different or additional risks, as well as increased or unexpected costs, compared
to existing operations. Growth into new markets may also bring us into direct competition with companies with whom we have
little or no past experience as competitors. To the extent we are reliant upon expansion into new geographic, industry and
product markets for growth and do not meet the new challenges posed by such expansion, our future sales growth could be
negatively impacted, our operating costs could increase, and our business operations and financial results could be negatively
affected. Expanding our e-commerce capabilities and customer experience has required additional investments, and if not
successful, we may not realize the return on our investments as anticipated or our operating results could be adversely affected
by slower than expected sales growth or additional costs.
We must attract, retain and motivate key employees, and the failure to do so may adversely affect our business and
results of operations.
Our success depends on hiring, retaining and motivating key employees, including executive, managerial, sales, technical,
marketing and support personnel. We may have difficulty locating and hiring qualified personnel. In addition, we may have
difficulty retaining such personnel once hired, and key people may leave and compete against us. The loss of key personnel or
our failure to attract and retain other qualified and experienced personnel could disrupt or adversely affect our business, its
sales and results of operations. In addition, our operating results could be adversely affected by increased costs due to increased
competition for employees, higher employee turnover, which may also result in loss of significant customer business, or
increased employee benefit costs.
Changes in tax laws or challenges to the Company's tax positions by taxing authorities could adversely impact the
Company's results of operations and financial condition.
We are subject to taxes in jurisdictions in which we do business, including but not limited to taxes imposed on our income,
receipts, stockholders' equity, property, sales, purchases and payroll. As a result, the tax expense we incur can be adversely
affected by changes in tax law. We frequently cannot anticipate these changes in tax law, which can cause unexpected volatility
in our results from operations. While not limited to the United States and Canada, changes in the tax law at the federal and
state/provincial levels in the United States and Canada can have a materially adverse effect on our results from operations.
10
Additionally, the tax laws to which the Company is subject are inherently complex and ambiguous. Therefore, we must
interpret the applicable laws and make subjective judgments about the expected outcome upon challenge by the applicable
taxing authorities. As a result, the impact on our results from operations of the application of enacted tax laws to our facts and
circumstances is frequently uncertain. If a tax authority successfully challenges our interpretation and application of the tax law
to our facts and circumstances, there can be no assurance that we can accurately predict the outcome and the taxes ultimately
owed upon effective settlement may differ from the tax expense recognized in our consolidated statements of income and
comprehensive income (loss) and accrued in our consolidated balance sheets. Additionally, if we cannot meet liquidity
requirements in the United States, we may have to repatriate funds from overseas, which would result in a United States tax
liability on the amount repatriated.
An increase in competition could decrease sales or earnings.
We operate in a highly competitive industry and compete directly with global, national, regional and local providers of our
products and services. Some of our existing competitors have, and new market entrants may have, greater resources than us.
Competition is generally based on product line breadth, product availability, service capabilities and price. Other sources of
competition are buying groups formed by smaller distributors to increase purchasing power and provide some cooperative
marketing capability as well as e-commerce companies. There may be new market entrants with non-traditional business and
customer service models, resulting in increased competition and changing industry dynamics.
Existing or future competitors may seek to gain or retain market share by reducing prices, and we may be required to lower
our prices or may lose business, which could adversely affect our financial results. Also, to the extent that we do not meet
changing customer preferences or demands or to the extent that one or more of our competitors becomes more successful with
private label products, on-line offerings or otherwise, our ability to attract and retain customers could be materially adversely
affected. Existing or future competitors also may seek to compete with us for acquisitions, which could have the effect of
increasing the price and reducing the number of suitable acquisitions. In addition, it is possible that competitive pressures
resulting from industry consolidation could affect our growth and profit margins.
Acquisitions that we may undertake would involve a number of inherent risks, any of which could cause us not
to realize the benefits anticipated to result.
We have expanded our operations through organic growth and selected acquisitions of businesses and assets and may seek
to do so in the future. Acquisitions involve various inherent risks, including: problems that could arise from the integration of
the acquired business; uncertainties in assessing the value, strengths, weaknesses, contingent and other liabilities and potential
profitability of acquisition candidates; the potential loss of key employees of an acquired business; the ability to achieve
identified operating and financial synergies anticipated to result from an acquisition or other transaction; unanticipated changes
in business, industry or general economic conditions that affect the assumptions underlying the acquisition or other transaction
rationale; and expansion into new countries or geographic markets where we may be less familiar with operating requirements,
target customers and regulatory compliance. Any one or more of these factors could increase our costs or cause us not to realize
the benefits anticipated to result from the acquisition of business or assets.
While there are risks associated with acquisitions generally, including integration risks, there are additional risks more
specifically associated with owning and operating businesses internationally, including those arising from import and export
controls, foreign currency exchange rate changes, material developments in political, regulatory or economic conditions
impacting those operations and various environmental and climatic conditions in particular areas of the world.
Fluctuations in foreign currency have an effect on reported results from operations.
The results of our foreign operations are reported in the local currency and then translated into U.S. dollars at the applicable
exchange rates for inclusion in our consolidated financial statements. The exchange rates between some of these currencies and
the U.S. dollar have fluctuated significantly in recent years, and may continue to do so in the future. In addition, because our
financial statements are stated in U.S. dollars, such fluctuations may affect our results of operations and financial position, and
may affect the comparability of our results between financial periods.
We are subject to costs and risks associated with laws and regulations affecting our business, as well as litigation for
product liability or other matters affecting our business.
The complex legal and regulatory environment exposes us to compliance costs and risks, as well as litigation and other legal
proceedings, which could materially affect our operations and financial results. These laws and regulations may change,
sometimes significantly, as a result of political or economic events, and some changes are anticipated to occur in the coming
year. They include tax laws and regulations, import and export laws and regulations, labor and employment laws and
regulations, product safety, occupational safety and health laws and regulations, securities and exchange laws and regulations
(and other laws applicable to publicly-traded companies such as the Foreign Corrupt Practices Act), and environmental laws
11
and regulations. Furthermore, as a government contractor selling to federal, state and local government entities, we are also
subject to a wide variety of additional laws and regulations. Proposed laws and regulations in these and other areas, such as
healthcare, employment, or legal matters could affect the cost of our business operations. From time to time we are involved in
legal proceedings, audits or investigations which may relate to, for example, product liability, labor and employment (including
wage and hour), tax, escheat, import and export compliance, government contracts, worker health and safety, general
commercial and securities matters. While we believe that the outcome of any pending matter is unlikely to have a material
adverse effect on our financial condition or liquidity, additional legal proceedings may arise in the future and the outcome of
any legal proceedings and other contingencies could require us to take actions which could adversely affect our operations or
could require us to pay substantial amounts of money.
Our outstanding indebtedness requires debt service commitments that could adversely affect our ability to fulfill our
obligations and could limit our growth and impose restrictions on our business.
As of December 31, 2016, we had $1.40 billion of consolidated indebtedness (excluding debt discount and debt issuance
costs), including $500 million in aggregate principal amount of 5.375% Senior Notes due 2021 (the “2021 Notes”), $350
million in aggregate principal amount of 5.375% Senior Notes due 2024 (the “2024 Notes”) and $144.8 million in aggregate
principal amount of term loans due 2019 (the “Term Loan Facility”). Our consolidated indebtedness also includes amounts
outstanding under our revolving credit facility (the "Revolving Credit Facility"), which has an aggregate borrowing capacity of
$600 million, and our accounts receivable securitization facility (the “Receivables Facility”), through which we sell up to $550
million of our accounts receivable to third-party financial institutions. We and our subsidiaries may undertake additional
borrowings in the future, subject to certain limitations contained in the instruments governing our indebtedness.
Our debt service obligations have important consequences, including: our payments of principal and interest reduce the
funds available to us for operations, future business opportunities and acquisitions and other purposes; they increase our
vulnerability to adverse economic, financial market and industry conditions; our ability to obtain additional financing may be
limited; and our financial results are affected by increased interest costs. Our ability to make scheduled payments of principal
and interest on our debt, refinance our indebtedness, make scheduled payments on our operating leases, fund planned capital
expenditures or to finance acquisitions will depend on our future performance, which, to a certain extent, is subject to
economic, financial, competitive and other factors beyond our control. There can be no assurance that our business will
continue to generate sufficient cash flow from operations in the future to service our debt, make necessary capital expenditures
or meet other cash needs. If unable to do so, we may be required to refinance all or a portion of our existing debt, to sell assets
or to obtain additional financing. Our Receivables Facility is subject to renewal in September 2018 and our Revolving Credit
Facility is subject to renewal in September 2020. There can be no assurance that available funding or any sale of additional
receivables or additional financing will be possible at the times of renewal in amounts or terms favorable to us, if at all.
Over the next three years, we will be required to repay approximately $548.5 million of our currently outstanding
indebtedness, of which $380.0 million is related to our Receivables Facility, $144.8 million is related to our Term Loan Facility,
$20.9 million is related to our international lines of credit, and $2.8 million is related to our capital leases.
Our debt agreements contain restrictions that may limit our ability to operate our business.
Our credit facilities also require us to maintain specific earnings to fixed expenses and to meet minimum net worth
requirements in certain circumstances. Our credit facilities, Term Loan Facility, 2021 Notes and 2024 Notes contain, and any of
our future debt agreements may contain, certain covenant restrictions that limit our ability to operate our business, including
restrictions on our ability to: incur additional debt or issue guarantees; create liens; make certain investments; enter into
transactions with our affiliates; sell certain assets; make capital expenditures; redeem capital stock or make other restricted
payments; declare or pay dividends or make other distributions to stockholders; and merge or consolidate with any person. Our
Term Loan Facility and certain other credit facilities contain additional affirmative and negative covenants, and our ability to
comply with these covenants is dependent on our future performance, which will be subject to many factors, some of which are
beyond our control, including prevailing economic conditions.
As a result of these covenants, our ability to respond to changes in business and economic conditions and to obtain
additional financing, if needed, may be significantly restricted, and we may be prevented from engaging in transactions that
might otherwise be beneficial to us. In addition, our failure to comply with these covenants could result in a default under the
credit facilities, Term Loan Facility, 2021 Notes, 2024 Notes and our other debt, which could permit the holders to accelerate
such debt. If any of our debt is accelerated, we may not have sufficient funds available to repay such debt.
Goodwill and indefinite-lived intangible assets recorded as a result of our acquisitions could become impaired.
As of December 31, 2016, our combined goodwill and indefinite-lived intangible assets amounted to $1.82 billion. To the
extent we do not generate sufficient cash flows to recover the net amount of any investments in goodwill and other indefinite-
lived intangible assets recorded, the investment could be considered impaired and subject to write-off. We expect to record
12
further goodwill and other indefinite-lived intangible assets as a result of future acquisitions we may complete. Future
amortization of such assets or impairments, if any, of goodwill or indefinite-lived intangible assets would adversely affect our
results of operations in any given period.
There is a risk that the market value of our common stock may decline.
Stock markets have experienced significant price and trading volume fluctuations, and the market prices of companies in
our industry have been volatile. In recent years, volatility and disruption reached unprecedented levels. For some issuers, the
markets have exerted downward pressure on stock prices and credit capacity. It is impossible to predict whether the price of our
common stock will rise or fall. Trading prices of our common stock will be influenced by our operating results and prospects
and by economic, political, financial and other factors.
Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
We have approximately 500 branches, of which approximately 350 are located in the United States, approximately 130 are
located in Canada, seven are located in Mexico and the remainder are in other countries located in Asia, Europe and South
America. Approximately 14% of our branches are owned facilities, and the remainder are leased.
The following table summarizes our distribution centers:
Location
Little Rock, AR
Byhalia, MS(1)
Sparks, NV
Warrendale, PA(1)
Madison, WI
Edmonton, AB
Burnaby, BC
Mississauga, ON
Montreal, QC
Square Feet
Leased/Owned
100,000
148,000
199,000
194,000
136,000
101,000
65,000
246,000
126,000
Leased
Owned
Leased
Owned
Leased
Leased
Leased
Leased
Leased
(1) Property pledged as collateral under our Term Loan Facility.
We also lease our 84,000 square-foot headquarters in Pittsburgh, Pennsylvania. We do not regard the real property
associated with any single branch location as material to our operations. We believe our facilities are in good operating
condition and are adequate for their respective uses.
13
Item 3. Legal Proceedings.
From time to time, a number of lawsuits and claims have been or may be asserted against us relating to the conduct of our
business, including routine litigation relating to commercial and employment matters. The outcome of any litigation cannot be
predicted with certainty, and some lawsuits may be determined adversely to us. However, management does not believe that the
ultimate outcome of any such pending matters is likely to have a material adverse effect on our financial condition or liquidity,
although the resolution in any fiscal period of one or more of these matters may have a material adverse effect on our results of
operations for that period.
Information relating to legal proceedings is included in Note 13, "Commitments and Contingencies," of the Notes to
Consolidated Financial Statements and is incorporated herein by reference.
Item 4. Mine Safety Disclosures.
Not applicable.
14
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities.
Market, Stockholder and Dividend Information. Our common stock is listed on the New York Stock Exchange under the
symbol “WCC.” As of February 21, 2017, there were 48,720,648 shares of common stock outstanding held by approximately
22 holders of record. We have not paid dividends on the common stock and do not currently plan to pay dividends. We do,
however, evaluate the possibility from time to time. It is currently expected that earnings will be reinvested to support business
growth, debt reduction, acquisitions and share repurchases. In addition, our Revolving Credit Facility and Term Loan Facility
limit our ability to pay dividends. Furthermore, the 2021 Notes and 2024 Notes limit our ability to pay dividends and
repurchase our common stock. See Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results
of Operations — Liquidity and Capital Resources.”
The following table sets forth the high and low sales prices per share of our common stock, as reported on the New York
Stock Exchange, for the periods indicated.
Quarter
2015
First
Second
Third
Fourth
2016
First
Second
Third
Fourth
Sales Prices
High
Low
$
77.40
$
74.61
69.57
52.26
$
55.92
$
62.66
63.90
73.40
65.38
66.51
45.47
39.62
34.00
50.64
49.67
51.45
Issuer Purchases of Equity Securities. On December 17, 2014, WESCO announced that its Board of Directors approved,
on December 11, 2014, the repurchase of up to $300 million of the Company's common stock through December 31, 2017. As
of December 31, 2016, WESCO has repurchased 2,468,576 shares of the Company's common stock for $150.0 million under
this repurchase authorization.
15
Company Performance. The following stock price performance graph illustrates the cumulative total return on an
investment in WESCO International, a 2016 Performance Peer Group, and the Russell 2000 Index. The graph covers the period
from December 31, 2011 to December 31, 2016, and assumes that the value for each investment was $100 on December 31,
2011, and that all dividends were reinvested.
2016 Performance Peer Group (3):
Airgas, Inc.
Anixter International, Inc.
Essendant, Inc.1
Fastenal Company
MSC Industrial Direct Co., Inc.
Rexel SA
Applied Industrial Technologies, Inc.
Genuine Parts Company
Rockwell Automation, Inc.
Arrow Electronics, Inc.
HD Supply Holdings, Inc.
Avnet, Inc.
Barnes Group
Eaton Corporation Plc
Hubbell, Inc.
Ingram Micro, Inc.2
MRC Global, Inc.
Tech Data Corporation
W.W. Grainger, Inc.
2015 Performance Peer Group:
Airgas, Inc.
Eaton Corporation Plc
MSC Industrial Direct Co., Inc.
Anixter International, Inc.
Emerson Electric Company
Pool Corporation
Applied Industrial Technologies, Inc.
Fastenal Company
Rockwell Automation, Inc.
Arrow Electronics, Inc.
Genuine Parts Company
Avnet, Inc.
Houston Wire & Cable Company
Beacon Roofing Supply, Inc.
Hubbell, Inc.
Danaher Corporation
Ingram Micro, Inc.
Tech Data Corporation
Essendant, Inc.1
W.W. Grainger, Inc.
Watsco, Inc.
1 United Stationers changed their name to Essendant, Inc. in February 2015.
2 Tianjin Tianhai Investment Company, Ltd. acquired Ingram Micro Inc. in December 2016.
3 The performance peer group was updated in 2016 based on a review of relative market capitalization, industry, capital structure, revenue
size and investor peers.
16
Item 6. Selected Financial Data.
Selected financial data and significant events related to the Company’s financial results for the last five fiscal years are
listed below. The financial data should be read in conjunction with the Consolidated Financial Statements and Notes thereto
included in Item 8 and with Management’s Discussion and Analysis of Financial Condition and Results of Operations, included
in Item 7.
Year Ended December 31,
2016
2015
2014
2013
2012
(In millions, except per share data)
Income Statement Data:
Net sales
Cost of goods sold (excluding depreciation and amortization)
Selling, general and administrative expenses
Depreciation and amortization
Income from operations
Interest expense, net
Loss on debt extinguishment(1)
Other loss(2)
Income before income taxes
Provision for income taxes
Net income
Net loss (income) attributable to noncontrolling interests(3)
Net income attributable to WESCO International
Earnings per common share attributable to WESCO
International
Basic
Diluted
Weighted-average common shares outstanding
Basic
Diluted
Other Financial Data:
Capital expenditures
Net cash provided by operating activities
Net cash used in investing activities
Net cash used in financing activities
Balance Sheet Data:
Total assets
Total debt (including current and short-term debt)(4)
Stockholders’ equity
$ 7,336.0
5,887.8
1,049.3
66.9
332.0
76.6
123.9
$ 7,518.5
6,024.8
1,055.0
65.0
373.7
69.8
—
$ 7,889.6
6,278.6
1,076.8
68.0
466.2
82.1
—
$ 7,513.3
5,967.9
996.8
67.6
481.0
85.6
13.2
$ 6,579.3
5,247.8
961.0
37.6
332.9
47.8
3.5
—
131.5
30.4
101.1
0.5
—
303.9
95.5
208.4
2.3
—
384.1
108.7
275.4
0.5
2.3
379.9
103.4
276.5
(0.1)
—
281.6
79.9
201.7
0.1
$
101.6
$
210.7
$
275.9
$
276.4
$
201.8
$
$
$
2.30
2.10
$
$
4.85
4.18
$
$
6.21
5.18
$
$
6.26
5.25
$
$
44.1
48.3
43.4
50.4
44.4
53.3
44.1
52.7
4.62
3.95
43.7
51.1
$
18.0
300.2
(70.5)
(276.3)
$
21.7
283.1
(170.2)
(67.8)
$
20.5
251.2
(144.2)
(95.5)
27.8
315.1
(18.2)
(257.5)
$
23.1
288.2
(1,311.0)
1,044.0
$ 4,491.0
1,385.3
$ 4,569.7
1,483.4
$ 4,754.4
1,415.6
$ 4,648.9
1,487.7
$ 4,629.6
1,735.2
2,010.0
1,773.9
1,928.2
1,764.8
1,553.7
(1)
(2)
(3)
(4)
Represents the loss recognized in 2016 related to the redemption of the 6.0% Convertible Senior Debentures due 2029,
the loss recognized in 2013 related to the $500 million prepayment made to the U.S. sub-facility of the Term Loan
Facility, and the loss recognized in 2012 due to the redemption of the Company's then outstanding 7.50% Senior
Subordinated Notes due 2017.
Represents the loss on the sale of a foreign operation in 2013.
Represents the portion of net loss (income) attributable to consolidated entities that are not owned by the Company.
Includes the discount related to the 6.0% Convertible Senior Debentures due 2029 and Term Loan Facility. For 2016
and 2015, also includes debt issuance costs. See Note 7 of the Notes to Consolidated Financial Statements.
17
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion should be read in conjunction with the audited consolidated financial statements and notes thereto
included in Item 8 of this Annual Report on Form 10-K.
Company Overview
In 2016, we took actions to further streamline our organization, simplified our capital structure by redeeming the 6.0%
Convertible Senior Debentures due 2029 (the "2029 Debentures"), improved productivity, integrated one accretive acquisition,
generated strong cash flow and closely managed costs. Our financial results primarily reflect challenging economic and end
market conditions, partially offset by the benefits of cost reduction actions and discretionary spending controls. Sales decreased
$182.5 million, or 2.4%, over the prior year. Acquisitions and number of workdays positively impacted net sales by 3.1% and
0.4%, respectively, and were partially offset by a 1.0% decrease in foreign exchange rates, resulting in a 4.9% decrease in
normalized organic sales. Cost of goods sold as a percentage of net sales was 80.3% and 80.1% in 2016 and 2015, respectively.
Operating income was $332.0 million for 2016, compared to $373.7 million for 2015. Operating income decreased due to
lower sales and gross margin, despite actions to reduce operating costs. Net income attributable to WESCO International of
$101.6 million decreased by 51.8%. Diluted earnings per share attributable to WESCO International was $2.10 in 2016, based
on 48.3 million diluted shares, compared with diluted earnings per share of $4.18 in 2015, based on 50.4 million diluted shares.
Excluding the non-cash impact of the convertible debt conversion in the third quarter of $1.70, adjusted earnings per diluted
share for 2016 was $3.80.
Our end markets consist of industrial firms, electrical and data communications contractors, utilities, and commercial
organizations, institutions and government entities. Our transaction types to these markets can be categorized as stock, direct
ship and special order. Stock orders are filled directly from existing inventory and represent approximately 50% of total sales.
Approximately 39% of our total sales are direct ship sales. Direct ship sales are typically custom-built products, large orders or
products that are too bulky to be easily handled and, as a result, are shipped directly to the customer from the supplier. Special
orders are for products that are not ordinarily stocked in inventory and are ordered based on a customer’s specific request.
Special orders represent the remaining 11% of total sales.
We have historically financed our working capital requirements, capital expenditures, acquisitions, share repurchases and
new branch openings through internally generated cash flow, debt issuances, borrowings under our Revolving Credit Facility
and funding through our Receivables Facility.
Cash Flow
We generated $300.2 million in operating cash flow during 2016. Cash provided by operating activities included net income
of $101.1 million, adjustments to net income totaling $159.3 million, including a loss on the redemption of our convertible debt
of $123.9 million, and changes in assets and liabilities of $39.8 million. Investing activities included net payments of $50.9
million, primarily for the acquisition of Atlanta Electrical Distributors, LLC, and capital expenditures of $18.0 million.
Financing activities consisted of borrowings and repayments of $1.03 billion and $1.10 billion, respectively, related to our
Revolving Credit Facility, borrowings and repayments of $706.9 million and $851.9 million, respectively, related to our
Receivables Facility, proceeds from the issuance of the 2024 Notes of $350.0 million, a payment of $344.8 million to redeem
the 2029 Debentures and repayments of $30.0 million applied to our Term Loan Facility. Financing activities in 2016 also
included borrowings and repayments on our various international lines of credit of $111.5 million and $131.5 million,
respectively.
Free cash flow for the years ended December 31, 2016 and 2015 was $282.2 million and $261.4 million, respectively.
The following table sets forth the components of free cash flow:
Free Cash Flow:
(In millions)
Twelve Months Ended
December 31,
2016
2015
Cash flow provided by operations
Less: Capital expenditures
Free cash flow
$
$
300.2
(18.0)
282.2
$
$
283.1
(21.7)
261.4
18
Note: The table above reconciles cash flow provided by operations to free cash flow. Free cash flow is a non-GAAP financial measure
provided by the Company as an additional liquidity measure. Capital expenditures are deducted from operating cash flow to
determine free cash flow. Free cash flow is available to fund the Company's other investing and financing activities.
Financing Availability
As of December 31, 2016, we had $509.7 million in total available borrowing capacity under our Revolving Credit Facility,
which was comprised of $301.3 million of availability under the U.S. sub-facility and $208.4 million of availability under the
Canadian sub-facility. Available borrowing capacity under our Receivables Facility was $146.8 million. The Receivables
Facility and Revolving Credit Facility mature in September 2018 and September 2020, respectively.
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial
statements, which have been prepared in accordance with accounting principles generally accepted in the United States of
America (GAAP). The preparation of these financial statements requires us to make estimates and judgments that affect the
reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. On an
ongoing basis, we evaluate our estimates, including those related to supplier programs, bad debts, inventories, insurance costs,
goodwill, income taxes, contingencies and litigation. We base our estimates on historical experience and on various other
assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may
differ from these estimates. If actual market conditions are less favorable than those projected by management, additional
adjustments to reserve items may be required. We believe the following critical accounting policies affect our judgments and
estimates used in the preparation of our consolidated financial statements.
Revenue Recognition
Revenues are recognized for product sales when title, ownership and risk of loss pass to the customer or for services when
the service is rendered. In the case of stock sales and special orders, a sale occurs at the time of shipment from our distribution
point, as the terms of our sales are typically FOB shipping point. In cases where we process customer orders but ships directly
from its suppliers, revenue is recognized once product is shipped and title has passed. In all cases, revenue is recognized once
the sales price to our customer is fixed or is determinable and we have reasonable assurance as to the collectability.
In certain customer arrangements, we provide services such as inventory management. We may perform some or all of the
following services for customers: determine inventory stocking levels; establish inventory reorder points; launch purchase
orders; receive material; pack away material; and pick material for order fulfillment. We recognize revenue for services
rendered during the period based upon a previously negotiated fee arrangement. We also sell inventory to these customers and
recognize revenue at the time title and risk of loss transfers to the customer.
Selling, General and Administrative Expenses
We include warehousing, purchasing, branch operations, information services, and marketing and selling expenses in this
category, as well as other types of general and administrative costs.
Allowance for Doubtful Accounts
We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make
required payments. We have a systematic procedure using estimates based on historical data and reasonable assumptions of
collectability made at the local branch level and on a consolidated corporate basis to calculate the allowance for doubtful
accounts.
Excess and Obsolete Inventory
We write down our inventory to lower of cost and net realizable value based on internal factors derived from historical
analysis of actual losses. Retrospectively, we identify items in excess of 36 months supply relative to demand or movement. We
then analyze the ultimate disposition of previously identified excess inventory items as they are sold, returned to supplier, or
scrapped. This historical item-by-item analysis allows us to develop an estimate of the likelihood that an item identified as
being in excess supply ultimately becomes obsolete. We apply the estimate to inventory items currently in excess of 36 months
supply, and reduce our inventory carrying value by the derived amount. We revisit and test our assumptions on a periodic basis.
Historically, we have not had material changes to our assumptions, nor do we anticipate any material changes in the future.
19
Supplier Volume Rebates
We receive rebates from certain suppliers based on contractual arrangements with them. Since there is a lag between actual
purchases and the rebates received from the suppliers, we estimate and accrue the approximate amount of rebates available at a
specific date. We record the amounts as other accounts receivable in the Consolidated Balance Sheets. The corresponding
rebate income is derived from the level of actual purchases made by us and is recorded as a reduction of cost of goods sold.
Supplier volume rebate rates have historically ranged between approximately 0.9% and 1.4% of sales depending on market
conditions. In 2016, the rebate rate was 1.3%.
Goodwill and Indefinite-Lived Intangible Assets
Goodwill and indefinite-lived intangible assets are tested for impairment annually during the fourth quarter using
information available at the end of September, or more frequently if triggering events occur indicating that their carrying value
may not be recoverable. We test for goodwill impairment on a reporting unit level and the evaluation involves comparing the
fair value of each reporting unit with its carrying value. The fair values of the reporting units are determined using a
combination of a discounted cash flow analysis and market multiples. Assumptions used for these fair value techniques are
based on a combination of historical results, current forecasts, market data and recent economic events. We evaluate the
recoverability of indefinite-lived intangible assets using the relief-from-royalty method based on projected financial
information. The determination of fair value involves significant management judgment and we apply our best judgment when
assessing the reasonableness of financial projections. At December 31, 2016 and 2015, goodwill and indefinite-lived
trademarks totaled $1.82 billion and $1.77 billion, respectively.
A possible indicator of goodwill impairment is the relationship of a company’s market capitalization to its book value. As of
December 31, 2016, our market capitalization exceeded our book value and there were no impairment losses identified as a
result of our annual test. Fair value determinations require considerable judgment and are sensitive to changes in underlying
assumptions and factors. As a result, there can be no assurance that the estimates and assumptions made for purposes of the
annual goodwill and indefinite-lived intangible impairment tests will prove to be an accurate prediction of future results.
Intangible Assets
We account for certain economic benefits purchased as a result of our acquisitions, including customer relations,
distribution agreements, technology and trademarks, as intangible assets. Most trademarks have an indefinite life. We amortize
all other intangible assets over a useful life determined by the expected cash flows produced by such intangibles and their
respective tax benefits. Useful lives vary between 2 and 20 years, depending on the specific intangible asset.
Insurance Programs
We use commercial insurance for auto, workers’ compensation, casualty and health claims as a risk sharing strategy to
reduce our exposure to catastrophic losses. Our strategy involves large deductible policies where we must pay all costs up to
the deductible amount. We estimate our reserve based on historical incident rates and costs.
Income Taxes
We account for income taxes under the asset and liability method, which requires the recognition of deferred income taxes
for events that have future tax consequences. Under this method, deferred income taxes are recognized (using enacted tax
laws and rates) based on the future income tax effects of differences in the carrying amounts of assets and liabilities for
financial reporting and tax purposes. The effect of a tax rate change on deferred tax assets and liabilities is recognized in
income in the period of change.
We recognize deferred tax assets at amounts that are expected to be realized. To make such determination, we evaluate all
positive and negative evidence, including but not limited to, prior, current and future taxable income, tax planning strategies
and future reversals of existing temporary differences. A valuation allowance is recognized if it is “more-likely-than-not” that
some or all of a deferred tax asset will not be realized. We regularly assess the realizability of deferred tax assets.
No provision is made for undistributed earnings that are considered to be permanently reinvested to fund growth in foreign
markets.
We account for uncertainty in income taxes using a "more-likely-than-not" recognition threshold. Due to the subjectivity
inherent in the evaluation of uncertain tax positions, the tax benefit ultimately recognized may materially differ from our
estimate. We recognize interest and penalties related to uncertain tax benefits as part of interest expense and income tax
expense, respectively.
Convertible Debentures
We separately accounted for the liability and equity components of the 2029 Debentures in a manner that reflected our non-
convertible debt borrowing rate. We estimated our non-convertible debt borrowing rate through a combination of discussions
20
with our financial institutions and review of relevant market data. The discounts to the convertible debt balances were
amortized to interest expense, using the effective interest method, over the implicit life of the debentures.
Stock-Based Compensation
Our stock-based employee compensation plans are comprised of stock-settled stock appreciation rights, restricted stock
units, and performance-based awards. Compensation cost for all stock-based awards is measured at fair value on the date of
grant, and compensation cost is recognized, net of forfeitures, over the service period for awards expected to vest. The fair
value of stock-settled appreciation rights and performance-based awards with market conditions is determined using the Black-
Scholes and Monte Carlo simulation models, respectively. The fair value of restricted stock units with service conditions and
performance-based awards with performance conditions is determined by the grant-date closing price of WESCO's common
stock. Expected volatilities are based on historical volatility of our common stock. We estimate the expected life of stock-
settled stock appreciation rights using historical data pertaining to option exercises and employee terminations. The risk-free
rate is based on the U.S. Treasury yields in effect at the time of grant. The forfeiture assumption is based on our historical
employee behavior, which we review on an annual basis. No dividends are assumed for stock-based awards.
Results of Operations
The following table sets forth the percentage relationship to net sales of certain items in our Consolidated Statements of
Income and Comprehensive Income (Loss) for the periods presented.
Year Ended December 31,
Net sales
Cost of goods sold
Selling, general and administrative expenses
Depreciation and amortization
Income from operations
Interest expense
Loss on debt redemption
Income before income taxes
Provision for income taxes
2016
2015
2014
100.0%
100.0%
100.0%
80.3
14.3
0.9
4.5
1.0
1.7
1.8
0.4
80.1
14.0
0.9
5.0
0.9
—
4.1
1.3
79.6
13.6
0.9
5.9
1.0
—
4.9
1.4
Net income attributable to WESCO International
1.4%
2.8%
3.5%
2016 Compared to 2015
Net Sales. Net sales in 2016 decreased 2.4% to $7.34 billion, compared with $7.52 billion in 2015. Acquisitions and number
of workdays positively impacted net sales by 3.1% and 0.4%, respectively, and were partially offset by a 1.0% decrease in
foreign exchange rates, resulting in a 4.9% decrease in normalized organic sales.
The following table sets forth the normalized organic sales change:
Normalized Organic Sales Change:
Change in net sales
Less: Impact from acquisitions
Less: Impact from foreign exchange rates
Less: Impact from number of workdays
Normalized organic sales change
Twelve Months Ended
December 31,
2016
2015
(2.4)%
3.1 %
(1.0)%
0.4 %
(4.9)%
(4.7)%
2.0 %
(3.4)%
— %
(3.3)%
Note: Normalized organic sales change is a non-GAAP financial measure provided by the Company to better understand the Company's
organic sales trends. Normalized organic sales change is calculated by deducting the percentage impact from acquisitions in the first year
of ownership, foreign exchange rates and number of workdays from the overall percentage change in consolidated net sales.
Cost of Goods Sold. Cost of goods sold decreased 2.3% in 2016 to $5.89 billion, compared with $6.02 billion in 2015. Cost
of goods sold as a percentage of net sales was 80.3% and 80.1% in 2016 and 2015, respectively.
Selling, General and Administrative (“SG&A”) Expenses. SG&A expenses include costs associated with personnel,
shipping and handling, travel, advertising, facilities, utilities and bad debts. SG&A expenses decreased by $5.7 million, or
21
0.5%, to $1.05 billion in 2016. SG&A expenses decreased as the cost impact of recent acquisitions was offset by savings from
headcount reductions, branch closures and consolidations, and ongoing discretionary spending cost controls. As a percentage of
net sales, SG&A expenses increased to 14.3% in 2016, compared to 14.0% in 2015, reflecting lower sales volume.
SG&A payroll expenses for 2016 of $734.8 million decreased by $1.1 million compared to 2015. The decrease in SG&A
payroll expenses was primarily due to a decrease in commissions, incentives and benefits.
The remaining SG&A expenses for 2016 of $314.5 million decreased by $4.6 million compared to 2015.
Depreciation and Amortization. Depreciation and amortization increased $1.9 million to $66.9 million in 2016, compared
with $65.0 million in 2015.
Income from Operations. Income from operations decreased by $41.7 million to $332.0 million in 2016, compared to
$373.7 million in 2015. Income from operations as a percentage of net sales was 4.5% and 5.0% in 2016 and 2015,
respectively. Income from operations as a percentage of net sales decreased as the benefits resulting from cost management
were offset by lower sales and gross margin.
Interest Expense. Interest expense totaled $76.6 million in 2016, compared with $69.8 million in 2015, an increase of 9.7%.
Non-cash interest expense, which includes the amortization of debt discounts and debt issuance costs, and interest related to
uncertain tax positions, was $7.9 million and $3.5 million for 2016 and 2015, respectively. In the fourth quarter of 2015, the
resolution of transfer pricing matters associated with previously filed tax positions resulted in non-cash interest income of $9.4
million.
The following table sets forth the components of interest expense:
(In millions)
Amortization of debt discounts
Amortization of debt issuance costs
Interest related to uncertain tax positions, net
Non-cash interest expense
Change in accrued interest
Cash interest expense
Total interest expense
Twelve Months Ended
December 31,
2016
2015
$
$
3.1
3.6
1.2
7.9
(5.6)
74.3
$
76.6
$
6.1
6.1
(8.7)
3.5
—
66.3
69.8
Loss on Debt Redemption. Loss on debt redemption of $123.9 million was the result of a non-cash charge from the early
redemption of the 2029 Debentures in the third quarter of 2016.
Income Taxes. Our effective tax rate was 23.1% in 2016 compared to 31.4% in 2015. Our effective tax rate is affected by
recurring items, such as the relative amounts of income earned in the United States and foreign jurisdictions, primarily Canada,
the tax rates in these jurisdictions and changes in foreign currency exchange rates. The loss on debt redemption reduced income
before income taxes, which decreased the effective tax rate for 2016. In 2015, the resolution of the transfer pricing matter
described above resulted in incremental income tax expense, which increased the effective tax rate.
Net Income. Net income decreased by $107.3 million, or 51.5%, to $101.1 million in 2016, compared to $208.4 million in
2015. Adjusted net income for the year ended December 31, 2016 was $183.8 million.
Net Loss Attributable to Noncontrolling Interests. Net loss attributable to noncontrolling interests was $0.5 million in 2016,
compared to $2.3 million in 2015. The losses in 2016 and 2015 were primarily due to foreign exchange losses on cash balances.
Net Income Attributable to WESCO International. Net income and diluted earnings per share attributable to WESCO
International were $101.6 million and $2.10 per share, respectively, in 2016, compared with $210.7 million and $4.18 per
share, respectively, in 2015. Adjusted net income and diluted earnings per share attributable to WESCO International were
$184.3 million and $3.80 per share, respectively, for the year ended December 31, 2016.
22
The following table sets forth adjusted net income attributable to WESCO International and adjusted earnings per diluted
share:
Adjusted Income Before Income Taxes:
Income before income taxes
Loss on debt redemption
Adjusted income before income taxes
Adjusted Tax Provision:
Provision for income taxes
Income tax benefit from loss on debt redemption (1)
Adjusted provision for income taxes
Adjusted Net Income Attributable to WESCO International:
Adjusted income before income taxes
Adjusted provision for income taxes
Adjusted net income
Net loss attributable to noncontrolling interests
Adjusted net income attributable to WESCO International
Adjusted Earnings Per Diluted Share:
Diluted earnings per common share
Loss on debt redemption (2)
Tax effect of loss on debt redemption (2)
Adjusted diluted earnings per common share
Twelve Months Ended
December 31,
2016
2015
131.5
123.9
255.4
30.4
41.2
71.6
$
$
$
$
255.4
$
71.6
183.8
(0.5)
184.3
$
303.9
—
303.9
95.5
—
95.5
303.9
95.5
208.4
(2.3)
210.7
Twelve Months
Ended
December 31,
2016
2.10
2.54
(0.84)
3.80
$
$
$
$
$
$
$
$
(1) Represents the third quarter of 2016 income tax benefit related to the loss on debt redemption.
(2) The loss on debt redemption and related income tax benefit are based on the third quarter of 2016 diluted shares of 48.7 million.
Note: Adjusted net income attributable to WESCO International, Inc. is defined as income before income taxes plus the third quarter loss
on debt redemption, less the provision for income taxes excluding the third quarter benefit of such loss. Adjusted earnings per diluted
share is computed by adding the loss per diluted share on debt redemption and deducting the related income tax benefit per diluted share
recognized in the third quarter of 2016. The Company believes that these non-GAAP financial measures provide an overall understanding
of the Company's current financial performance and a consistent measure for assessing the current and historical financial results.
2015 Compared to 2014
Net Sales. Net sales in 2015 decreased 4.7% to $7.52 billion, compared with $7.89 billion in 2014. Normalized organic sales
decreased 3.3%; foreign exchange rates negatively impacted sales by 3.4% and were partially offset by a positive impact from
acquisitions of 2.0%. Additionally, management estimates that price had no measurable impact on net sales.
23
The following table sets forth the normalized organic sales change:
Normalized Organic Sales Change:
Change in net sales
Less: Impact from acquisitions
Less: Impact from foreign exchange rates
Less: Impact from number of workdays
Normalized organic sales change
Twelve Months Ended
December 31,
2015
2014
(4.7)%
2.0 %
(3.4)%
— %
(3.3)%
5.0 %
1.4 %
(1.6)%
(0.4)%
5.6 %
Note: Normalized organic sales change is a non-GAAP financial measure provided by the Company to better understand the Company's
organic sales trends. Normalized organic sales change is calculated by deducting the percentage impact from acquisitions in the first year
of ownership, foreign exchange rates and number of workdays from the overall percentage change in consolidated net sales.
Cost of Goods Sold. Cost of goods sold decreased 4.0% in 2015 to $6.02 billion, compared with $6.28 billion in 2014. Cost
of goods sold as a percentage of net sales was 80.1% and 79.6% in 2015 and 2014, respectively.
Selling, General and Administrative (“SG&A”) Expenses. SG&A expenses include costs associated with personnel,
shipping and handling, travel, advertising, facilities, utilities and bad debts. SG&A expenses decreased by $21.9 million, or
2.0%, to $1.06 billion in 2015. The decrease in SG&A expenses is primarily due to cost reduction actions implemented during
2015, foreign exchange rates, lower variable sales and compensation costs and ongoing discretionary spending controls. As a
percentage of net sales, SG&A expenses increased to 14.0% in 2015, compared to 13.6% in 2014, reflecting lower sales
volume and incremental costs related to recent acquisitions, which were not fully offset by cost control actions and initiatives.
SG&A payroll expenses for 2015 of $735.9 million decreased by $23.0 million compared to 2014. The decrease in SG&A
payroll expenses was primarily due to a decrease in commissions, incentives and benefits of $16.6 million and a decrease in
temporary labor of $4.7 million. These decreases were due to a 5% headcount reduction, exclusive of acquisitions, and a
reduction in discretionary spending.
The remaining SG&A expenses for 2015 of $319.1 million increased by $1.2 million compared to 2014.
Depreciation and Amortization. Depreciation and amortization decreased $3.0 million to $65.0 million in 2015, compared
with $68.0 million in 2014.
Income from Operations. Income from operations decreased by $92.5 million to $373.7 million in 2015, compared to
$466.2 million in 2014. Income from operations as a percentage of net sales was 5.0% and 5.9% in 2015 and 2014,
respectively.
Interest Expense. Interest expense totaled $69.8 million in 2015, compared with $82.1 million in 2014, a decrease of 14.9%.
Non-cash interest expense, which includes the amortization of debt discounts and debt issuance costs, and interest related to
uncertain tax positions, was $3.5 million and $9.5 million for 2015 and 2014, respectively. The resolution of transfer pricing
matters associated with previously filed tax positions resulted in non-cash interest income of $9.4 million in the fourth quarter
of 2015. Cash interest expense decreased primarily as a result of the repayment of the Canadian sub-facility of the term loans
due 2019 throughout 2015.
24
The following table sets forth the components of interest expense:
(In millions)
Amortization of debt discounts
Amortization of debt issuance costs
Interest related to uncertain tax positions, net
Non-cash interest expense
Change in accrued interest
Cash interest expense
Total interest expense
Twelve Months Ended
December 31,
2015
2014
$
$
6.1
$
6.1
(8.7)
3.5
—
66.3
69.8
$
4.1
4.4
1.0
9.5
(1.4)
74.0
82.1
Income Taxes. Our effective tax rate was 31.4% in 2015 compared to 28.3% in 2014. Our effective tax rate is affected by
recurring items, such as the relative amounts of income earned in the United States and foreign jurisdictions, primarily Canada,
the tax rates in these jurisdictions and changes in foreign currency exchange rates. The resolution of the tax matter described
above in the discussion of interest expense resulted in incremental income tax expense of $11.7 million, which increased the
effective tax rate by 2.9 percentage points.
Net Income. Net income decreased by $67.1 million, or 24.3%, to $208.4 million in 2015, compared to $275.4 million in
2014.
Net Loss Attributable to Noncontrolling Interests. Net loss attributable to noncontrolling interests was $2.3 million in 2015,
compared to $0.5 million in 2014. The losses in 2015 and 2014 were primarily due to foreign exchange losses on cash balances.
Net Income Attributable to WESCO International. Net income and diluted earnings per share attributable to WESCO
International were $210.7 million and $4.18 per share, respectively, in 2015, compared with $275.9 million and $5.18 per
share, respectively, in 2014.
25
Liquidity and Capital Resources
Total assets were $4.49 billion and $4.57 billion at December 31, 2016 and 2015, respectively. Total liabilities at
December 31, 2016 and 2015 were $2.48 billion and $2.80 billion, respectively. Stockholders’ equity increased by 13.3% to
$2.01 billion at December 31, 2016, compared with $1.77 billion at December 31, 2015, primarily as a result of net income of
$101.6 million, the redemption of the 2029 Debentures, which excluding the loss, had a positive net impact on equity of $93.6
million, and foreign currency translation adjustments of $38.3 million.
The following table sets forth our outstanding indebtedness:
Accounts Receivable Securitization Facility
Revolving Credit Facility
International lines of credit
Term Loan Facility, less debt discount of $0.7 and $1.0 in 2016 and 2015, respectively
5.375% Senior Notes due 2021
5.375% Senior Notes due 2024
6.0% Convertible Senior Debentures due 2029, less debt discount of $163.3 in 2015
Capital leases
Total debt
Less unamortized debt issuance costs(1)
Less current and short-term debt
Total long-term debt
As of December 31,
2016
2015
(In millions)
$
380.0
$
4.0
20.9
144.0
500.0
350.0
—
2.9
525.0
75.0
43.3
173.7
500.0
—
181.6
2.5
1,401.8
(16.5)
(22.1)
1,363.2
$
1,501.1
(17.7)
(44.3)
1,439.1
$
(1) See Note 2 of the Notes to Consolidated Financial Statements.
The required annual principal repayments for all indebtedness for the next five years and thereafter, as of December 31,
2016, is set forth in the following table:
(In millions)
2017
2018
2019
2020
2021
Thereafter
Total payments on debt
Debt discount
Total debt
$
$
22.1
380.9
145.4
4.1
500.0
350.0
1,402.5
(0.7)
1,401.8
Our liquidity needs generally arise from fluctuations in our working capital requirements, capital expenditures, acquisitions
and debt service obligations. As of December 31, 2016, we had $509.7 million in available borrowing capacity under our
Revolving Credit Facility and $146.8 million in available borrowing capacity under our Receivables Facility, which combined
with available cash of $48.1 million, provided liquidity of $704.6 million. Cash included in our determination of liquidity
represents cash in deposit and interest bearing investment accounts. We believe cash provided by operations and financing
activities will be adequate to cover our current operational and business needs.
We monitor the depository institutions that hold our cash and cash equivalents on a regular basis, and we believe that we
have placed our deposits with creditworthy financial institutions. We also communicate on a regular basis with our lenders
regarding our financial and working capital performance, liquidity position and financial leverage. Our financial leverage ratio
was 3.5 and 3.8 as of December 31, 2016 and 2015, respectively. In addition, we are in compliance with all covenants and
restrictions contained in our debt agreements as of December 31, 2016.
26
The following table sets forth the Company's financial leverage ratio as of December 31, 2016 and 2015:
Twelve months ended December 31,
2016
2015
(In millions, except ratios)
Net income
Provision for income taxes
Loss on debt redemption
Interest expense, net
Depreciation and amortization
Adjusted EBITDA
Current debt and short-term borrowings
Long-term debt
Debt discount and debt issuance costs(1)
Total debt
Financial leverage ratio based on total debt
$
$
$
$
101.1
$
30.4
123.9
76.6
66.9
398.9
$
208.4
95.5
—
69.8
65.0
438.7
December 31,
2016
December 31,
2015
22.1
$
1,363.1
17.3
1,402.5
$
3.5
44.3
1,439.1
182.0
1,665.4
3.8
(1) Long-term debt is presented in the condensed consolidated balance sheets net of deferred financing fees and debt discount.
Note: Financial leverage is a non-GAAP financial measure provided by the Company to illustrate its capital structure position. Financial
leverage ratio is calculated by dividing total debt, including debt discount and deferred financing fees, by adjusted EBITDA. Adjusted
EBITDA is defined as the trailing twelve months earnings before interest, taxes, depreciation and amortization, plus loss on debt redemption.
At December 31, 2016, we had cash and cash equivalents totaling $110.1 million, of which $76.4 million was held by
foreign subsidiaries. The cash held by some of our foreign subsidiaries could be subject to additional U.S. income taxes if
repatriated. We believe that we are able to maintain a sufficient level of liquidity for our domestic operations and commitments
without repatriation of the cash held by these foreign subsidiaries.
Over the next several quarters, we plan to closely manage working capital, and it is expected that excess cash will be
directed primarily at debt reduction, acquisitions and share repurchases. We remain focused on maintaining ample liquidity and
credit availability. We anticipate capital expenditures in 2017 to be at levels similar to 2016. We believe our balance sheet and
ability to generate ample cash flow provides us with a durable business model and should allow us to fund expansion needs and
growth initiatives.
We finance our operating and investing needs as follows:
Accounts Receivable Securitization Facility
On September 24, 2015, WESCO Distribution amended and restated its accounts receivable securitization facility (the
"Receivables Facility") pursuant to the terms and conditions of a Fourth Amended and Restated Receivables Purchase
Agreement (the “Receivables Purchase Agreement”), by and among WESCO Receivables Corp. (“WESCO Receivables”),
WESCO Distribution, the various purchaser groups from time to time party thereto and PNC Bank, National Association, as
Administrator. The Receivables Purchase Agreement amended and restated the receivables purchase agreement entered into on
April 13, 2009.
The Receivables Purchase Agreement increased the purchase limit from $500 million to $550 million, with the opportunity
to exercise an accordion feature which permits increases in the purchase limit of up to $100 million, extended the term of the
Receivables Facility to September 24, 2018 and added and amended certain defined terms. The interest rate spread and
commitment fee of the Receivables Facility remained at 0.95% and 0.45%, respectively.
Under the Receivables Facility, WESCO sells, on a continuous basis, an undivided interest in all domestic accounts
receivable to WESCO Receivables, a wholly owned special purpose entity (the “SPE”). The SPE sells, without recourse, a
senior undivided interest in the receivables to financial institutions for cash while maintaining a subordinated undivided interest
in the receivables, in the form of overcollateralization. WESCO has agreed to continue servicing the sold receivables for the
third-party conduits and financial institutions at market rates; accordingly, no servicing asset or liability has been recorded.
27
As of December 31, 2016 and 2015, accounts receivable eligible for securitization totaled approximately $657.5 million and
$684.7 million, respectively. The Consolidated Balance Sheets as of December 31, 2016 and 2015 include $380.0 million and
$525.0 million, respectively, of account receivable balances legally sold to third parties, as well as borrowings for equal
amounts. At December 31, 2016, the interest rate on borrowings under this facility was approximately 1.4%.
Revolving Credit Facility
On September 24, 2015, WESCO International, WESCO Distribution and certain other subsidiaries of the Company entered
into a $600 million revolving credit facility (the “Revolving Credit Facility”), which contains a letter of credit sub-facility of up
to $125 million, pursuant to the terms and conditions of a Second Amended and Restated Credit Agreement (the "Credit
Agreement"). The Revolving Credit Facility contains an accordion feature allowing WESCO Distribution to request increases
to the borrowing commitments, subject to customary conditions. This accordion feature increased from $100 million to $200
million in the aggregate. The Revolving Credit Facility replaced WESCO Distribution’s prior revolving credit facility entered
into on December 12, 2012.
The Revolving Credit Facility matures in September 2020 and consists of two separate sub-facilities: (i) a Canadian sub-
facility with a borrowing limit of up to $400 million, which is collateralized by substantially all assets of WESCO Canada and
the other Canadian Borrowers, other than, among other things, real property, in each case, subject to customary exceptions and
limitations, and (ii) a U.S sub-facility with a borrowing limit of up to $600 million less the amount of outstanding borrowings
under the Canadian sub-facility. The U.S. sub-facility is collateralized by substantially all assets of WESCO Distribution and its
subsidiaries which are party to the Credit Agreement, other than, among other things, real property and accounts receivable sold
or intended to be sold pursuant to the Receivables Purchase Agreement. The applicable interest rate for borrowings under the
Revolving Credit Facility includes interest rate spreads based on available borrowing capacity that range between 1.25% and
1.75% for LIBOR-based borrowings and 0.25% and 0.75% for prime rate-based borrowings. At December 31, 2016, the
interest rate on borrowings under this facility was approximately 2.0%.
The Credit Agreement requires ongoing compliance with certain customary affirmative and negative covenants. The Credit
Agreement also contains customary events of default.
During 2016, WESCO borrowed $1,025.8 million under the Revolving Credit Facility and made repayments in the
aggregate amount of $1,096.8 million. During 2015, aggregate borrowings and repayments were $1,276.0 million and $1,209.0
million, respectively. WESCO had $509.7 million available under the Revolving Credit facility at December 31, 2016, after
giving effect to outstanding letters and international lines of credit, as compared to approximately $438.7 million million at
December 31, 2015.
International Lines of Credit
Certain foreign subsidiaries of WESCO have entered into uncommitted lines of credit, which serve as overdraft facilities, to
support local operations. The maximum borrowing limit varies by facility and ranges between $0.3 million and $21.0 million.
The applicable interest rate for borrowings under these lines of credit varies by country and is governed by the applicable loan
agreement. The international lines of credit are renewable on an annual basis and certain facilities are fully and unconditionally
guaranteed by WESCO Distribution. Accordingly, borrowings under these lines directly reduce availability under the Revolving
Credit Facility.
Term Loan Facility
On December 12, 2012, WESCO Distribution, as U.S. borrower, WDCC Enterprises Inc. ("WDCC" and together with
WESCO Distribution, the “Borrowers”), as Canadian borrower, and WESCO International entered into a Term Loan Agreement
(the “Term Loan Agreement”) among WESCO Distribution, WDCC, the Company, the lenders party thereto and Credit Suisse
AG Cayman Islands Branch, as administrative agent and as collateral agent.
The Term Loan Agreement provided a seven-year term loan facility (the “Term Loan Facility”), which consisted of two
separate sub-facilities: (i) a Canadian sub-facility in an aggregate principal amount of CAD150 million, issued at a 2.0%
discount, and (ii) a U.S. sub-facility in an aggregate principal amount of $700 million, issued at a 1.0% discount. The proceeds
of the Term Loan Facility were used to finance the acquisition of EECOL, and to pay fees and expenses incurred in connection
with the acquisition and certain other transactions. Subject to the terms of the Term Loan Agreement, the Borrowers may
request incremental term loans from time to time in an aggregate principal amount not to exceed at any time $300 million, with
an equivalent principal amount in U.S. dollars being calculated for any incremental term loan denominated in Canadian dollars.
On November 19, 2013, the Borrowers and WESCO International entered into an amendment (the “Term Loan
Amendment”) to the Term Loan Agreement. The Term Loan Amendment, among other things, reduced the applicable margin
on U.S. term loans by 0.50% and the LIBOR floor applicable to the U.S. sub-facility from 1.00% to 0.75%. The modified
pricing terms were effective December 13, 2013.
28
On November 26, 2013, WESCO Distribution sold $500 million aggregate principal amount of 5.375% Senior Notes due
2021 (the “2021 Notes”), and used the net proceeds plus excess cash to prepay $500 million under the Company's U.S. sub-
facility of the Term Loan Facility (see discussion below under “5.375% Senior Notes due 2021” for additional information).
The prepayment satisfied all remaining quarterly repayment obligations under the U.S. sub-facility. As of December 31, 2016,
the amount outstanding under the U.S. sub-facility was $144.8 million. The Canadian sub-facility was fully repaid in 2015
using cash provided by Canadian operations.
Borrowings under the Term Loan Facility bear interest at base rates plus applicable margins. At December 31, 2016, the
interest rate on borrowings under the U.S. sub-facility was 4.0%. To the extent not previously paid, the outstanding U.S. sub-
facility will become due and payable on December 12, 2019, with any unpaid incremental term loans becoming due and
payable on the respective maturity dates applicable to those incremental term loans. At any time or from time to time, the
Borrowers may prepay borrowings under the Term Loan Facility in whole or in part without premium or penalty. The
Borrowers' obligations under the Term Loan Facility are secured by substantially all of the assets of the Borrowers, the
Company and certain of the Company's other subsidiaries; provided that, with respect to borrowings under the U.S. sub-facility,
the collateral does not include assets of certain foreign subsidiaries or more than 65% of the issued and outstanding equity
interests in certain foreign subsidiaries.
The Term Loan Facility contains customary affirmative and negative covenants for credit facilities of this type. The Term
Loan Facility also provides for customary events of default.
5.375% Senior Notes due 2021
In November 2013, WESCO Distribution issued $500 million aggregate principal amount of 2021 Notes through a private
offering exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The 2021
Notes were issued at 100% of par and are governed by an indenture (the “2021 Indenture”) entered into on November 26, 2013
with WESCO International and U.S. Bank National Association, as trustee. The 2021 Notes are unsecured senior obligations of
WESCO Distribution and are guaranteed on a senior unsecured basis by WESCO International. The 2021 Notes bear interest at
a stated rate of 5.375%, payable semi-annually in arrears on June 15 and December 15 of each year. In addition, we incurred
costs related to the issuance of the 2021 Notes totaling $8.4 million, which are recorded as a reduction to the carrying value of
the debt and are being amortized over the life of the notes. The 2021 Notes mature on December 15, 2021. The net proceeds of
the 2021 Notes were used to prepay a portion of the U.S. sub-facility of the term loans due 2019.
Under the terms of a registration rights agreement dated as of November 26, 2013 among WESCO Distribution, WESCO
International and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as the representative of the initial purchasers of the 2021
Notes, WESCO Distribution and WESCO International agreed to register under the Securities Act notes having terms identical
in all material respects to the 2021 Notes (the “2021 Exchange Notes”) and to make an offer to exchange the 2021 Exchange
Notes for the 2021 Notes. WESCO Distribution launched the exchange offer on June 12, 2014 and the exchange offer expired
on July 17, 2014.
At any time on or after December 15, 2016, WESCO Distribution may redeem all or a part of the 2021 Notes. Between
December 15, 2016 and December 14, 2017, WESCO Distribution may redeem all or a part of the 2021 Notes at a redemption
price equal to 104.031% of the principal amount. Between December 15, 2017 and December 14, 2018, WESCO Distribution
may redeem all or a part of the 2021 Notes at a redemption price equal to 102.688% of the principal amount. Between
December 15, 2018 and December 14, 2019, WESCO Distribution may redeem all or a part of the 2021 Notes at a redemption
price equal to 101.344% of the principal amount. On and after December 15, 2019, WESCO Distribution may redeem all or a
part of the 2021 Notes at a redemption price equal to 100% of the principal amount.
The 2021 Indenture contains customary covenants and customary events of default. In addition, upon a change of control,
the holders of 2021 Notes have the right to require WESCO Distribution to repurchase all or any part of the 2021 Notes at a
redemption price equal to 101% of the principal amount, plus accrued and unpaid interest.
5.375% Senior Notes due 2024
In June 2016, WESCO Distribution issued $350 million aggregate principal amount of 5.375% Senior Notes due 2024 (the
"2024 Notes") through a private offering exempt from the registration requirements of the Securities Act. The 2024 Notes were
issued at 100% of par and are governed by an indenture (the “2024 Indenture”) entered into on June 15, 2016 among WESCO
Distribution, as issuer, WESCO International, as parent guarantor, and U.S. Bank National Association, as trustee. The 2024
Notes are unsecured senior obligations of WESCO Distribution and are guaranteed on a senior unsecured basis by WESCO
International. The 2024 Notes bear interest at a rate of 5.375% per annum, payable semi-annually in arrears on June 15 and
December 15 of each year, commencing on December 15, 2016. We incurred costs totaling $6.0 million to issue the 2024
Notes, which are recorded as a reduction to the carrying value of the debt and are being amortized over the life of the note. The
notes mature on June 15, 2024. The Company used the net proceeds to redeem its 2029 Debentures on September 15, 2016.
29
Under the terms of a registration rights agreement dated as of June 15, 2016 among WESCO Distribution, as the issuer,
WESCO International, as parent guarantor, and Goldman, Sachs & Co., as representative of the initial purchasers of the 2024
Notes, WESCO Distribution and WESCO International agreed to register under the Securities Act notes having terms identical
in all material respects to the 2024 Notes (the “2024 Exchange Notes”) and to make an offer to exchange the 2024 Exchange
Notes for the 2024 Notes. WESCO Distribution launched the exchange offer on December 28, 2016 and the exchange offer
expired on January 31, 2017.
At any time on or after June 15, 2019, WESCO Distribution may redeem all or a part of the 2024 Notes. Between June 15,
2019 and June 14, 2020, WESCO Distribution may redeem all or a part of the 2024 Notes at a redemption price equal to
104.031% of the principal amount. Between June 15, 2020 and June 14, 2021, WESCO Distribution may redeem all or a part of
the 2024 Notes at a redemption price equal to 102.688% of the principal amount. Between June 15, 2021 and June 14, 2022,
WESCO Distribution may redeem all or a part of the 2024 Notes at a redemption price equal to 101.344% of the principal
amount. On and after June 15, 2022, WESCO Distribution may redeem all or a part of the 2024 Notes at a redemption price
equal to 100% of the principal amount.
The 2024 Indenture contains customary covenants and events of default. Upon a change of control, the holders of the 2024
Notes have the right to require WESCO Distribution to repurchase all or any part of the 2024 Notes at a redemption price equal
to 101% of the principal amount thereof, plus accrued and unpaid interest.
6.0% Convertible Senior Debentures due 2029
On August 27, 2009, WESCO International completed an exchange offer pursuant to which it issued $345 million in
aggregate principal amount of the 2029 Debentures. The 2029 Debentures were issued pursuant to an Indenture dated August
27, 2009, with The Bank of New York Mellon, as trustee, and were unconditionally guaranteed on an unsecured senior
subordinate basis by WESCO Distribution.
We separately accounted for the liability and equity components of the 2029 Debentures in a manner that reflected our non-
convertible debt borrowing rate. We utilized an interest rate of 13.875% to reflect the non-convertible debt borrowing rate of
our offering upon issuance, which was determined based on discussions with our financial institutions and a review of relevant
market data, and resulted in a $181.2 million discount to the 2029 Debenture balance and a net increase in additional capital of
$106.5 million. As of December 31, 2015, the net equity included in additional capital related to the 2029 Debentures totaled
$106.3 million. In addition, the financing costs incurred to issue the 2029 Debentures were allocated between the instrument's
debt and equity components. We amortized the discount and financing costs over the life of the debt. For the years ended
December 31, 2016, 2015 and 2014, non-cash interest expense for the amortization of the debt discount and debt issuance costs
was $3.1 million, $4.2 million and $3.8 million, respectively.
On September 15, 2016, we redeemed the 2029 Debentures. Holders of the 2029 Debentures received cash totaling $344.8
million, which was equal to the principal amount of the then-outstanding Debentures, in addition to accrued and unpaid interest.
Holders who surrendered the 2029 Debentures for conversion received 18 shares of our stock for each $1,000 principal amount
of 2029 Debentures converted. In total, 6,267,688 shares were issued on the redemption date. The redemption resulted in a non-
cash loss of $123.9 million, which included the write off of unamortized discount and debt issuance costs.
The following table sets forth the components of WESCO's outstanding convertible debenture indebtedness:
December 31, 2016
December 31, 2015
Principal
Balance
Discount
Net
Carrying
Amount
Principal
Balance
Discount
Net
Carrying
Amount
(In millions)
2029 Convertible Debentures
$
—
— $
— $
344.9
(163.3) $
181.6
Covenant Compliance
We were in compliance with all relevant covenants contained in our debt agreements as of December 31, 2016.
30
Cash Flow
An analysis of cash flows for 2016 and 2015 follows:
Operating Activities. Cash provided by operating activities for 2016 totaled $300.2 million, compared with $283.1 million
of cash generated in 2015. Cash provided by operating activities included net income of $101.1 million and adjustments to net
income totaling $159.3 million, which included a loss on the redemption of our convertible debt of $123.9 million. Other
sources of cash in 2016 were generated from a decrease in trade receivables of $56.8 million, an increase in other current and
noncurrent liabilities of $15.7 million, and a decrease in prepaid expenses and other noncurrent assets of $13.2 million. Primary
uses of cash in 2016 included a $40.6 million decrease in accounts payable, a $1.9 million decrease in accrued payroll and
benefit costs, and decreases in other accounts receivable and inventories of $1.6 million. In 2015, primary sources of cash were
net income of $208.4 million and adjustments to net income totaling $121.2 million. Other sources of cash in 2015 were
generated from decreases in other accounts receivable of $57.2 million, trade receivables of $40.1 million and inventories of
$2.4 million. Primary uses of cash in 2015 included a $66.8 million decrease in other current and noncurrent liabilities, a $55.9
million decrease in accounts payable, a $15.0 million decrease in accrued payroll and benefit costs, and a $8.5 million increase
in prepaid expenses and other noncurrent assets.
Investing Activities. Net cash used in investing activities in 2016 was $70.5 million, compared with $170.2 million of net
cash used in 2015. Capital expenditures were $18.0 million and $21.7 million in 2016 and 2015, respectively. Proceeds from
the sale of assets were $8.4 million and $3.0 million in 2016 and 2015, respectively. During 2016, the Company had $50.9
million of acquisition payments, primarily related to Atlanta Electrical Distributors, LLC, compared to $151.6 million in 2015,
primarily to acquire Hill Country Electric Supply, LP and Needham Electric Supply Corporation. Other investing activities in
2016 were $10.0 million.
Financing Activities. Net cash used in financing activities in 2016 was $276.3 million, compared with $67.8 million in 2015.
During 2016, financing activities consisted of borrowings and repayments of $1.03 billion and $1.10 billion, respectively,
related to our Revolving Credit Facility, borrowings and repayments of $706.9 million and $851.9 million, respectively, related
to our Receivables Facility, proceeds from the issuance of the 2024 Notes of $350.0 million, a payment of $344.8 million to
redeem the 2029 Debentures and repayments of $30.0 million applied to our Term Loan Facility. Financing activities in 2016
also included borrowings and repayments on our various international lines of credit of $111.5 million and $131.5 million,
respectively. During 2015, financing activities consisted of borrowings and repayments of $1.28 billion and $1.21 billion,
respectively, related to our Revolving Credit Facility, borrowings and repayments of $252.6 million and $157.6 million,
respectively, related to our Receivables Facility, and repayments of $69.2 million related to our Term Loan Facility. Financing
activities in 2015 also included borrowings and repayments on our various international lines of credit of $102.0 million and
$100.3 million, respectively. Additionally, financing activities in 2015 included the repurchase of $155.8 million of the
Company's common stock, $150.0 million of which was pursuant to the repurchase plan announced on December 17, 2014.
Contractual Cash Obligations and Other Commercial Commitments
The following summarizes our contractual obligations, including interest, at December 31, 2016 and the effect such
obligations are expected to have on liquidity and cash flow in future periods.
2017
2018 to 2019
2020 to 2021
2022 - After
Total
(In millions)
Contractual cash obligations (including interest):
Debt, excluding debt discount and debt issuance costs $
Interest on indebtedness(1)
Non-cancelable operating leases
22.1
58.3
68.3
$
526.3
$
504.1
$
350.0
$
1,402.5
106.7
103.3
90.3
57.3
47.0
49.7
302.3
278.6
Total contractual cash obligations
$
148.7
$
736.3
$
651.7
$
446.7
$
1,983.4
(1) Interest on the variable rate debt was calculated using the rates and balances outstanding at December 31, 2016.
Purchase orders for inventory requirements and service contracts are not included in the table above. Generally, our
purchase orders and contracts contain clauses allowing for cancellation. We do not have significant agreements to purchase
material or goods that would specify minimum order quantities. Also, we do not consider liabilities for uncertain tax benefits to
be contractual obligations requiring disclosure due to the uncertainty surrounding the ultimate settlement and timing of these
liabilities. As such, we have not included liabilities for uncertain tax benefits of $7.0 million in the table above.
31
Inflation
The rate of inflation, as measured by changes in the producer price index, affects different commodities, the cost of products
purchased and ultimately the pricing of our different products and product classes to our customers. Our pricing related to
inflation did not have a measurable impact on our sales revenue. Historically, price changes from suppliers have been consistent
with inflation and have not had a material impact on the results of operations.
Seasonality
Sales during the first quarter are affected by a reduced level of activity. Sales during the second, third and fourth quarters
are generally 5 - 7% higher than the first quarter. Sales typically increase beginning in March, with slight fluctuations per
month through October. During periods of economic expansion or contraction our sales by quarter have varied significantly
from this pattern.
Impact of Recently Issued Accounting Standards
See Note 2 of the Notes to the Consolidated Financial Statements for information regarding the effect of new accounting
pronouncements.
Item 7A. Quantitative and Qualitative Disclosures about Market Risks.
Foreign Currency Risks
Approximately 23% of our sales in 2016 were made by our foreign subsidiaries located in North America, South America,
Europe, Africa, and Asia and are denominated in foreign currencies. We may establish additional foreign subsidiaries in the
future. Accordingly, we may derive a larger portion of our sales from international operations, and a portion of these sales may
be denominated in foreign currencies. As a result, our future operating results could become subject to fluctuations in foreign
exchange rates relative to the U.S. dollar. Furthermore, to the extent that we engage in international sales denominated in U.S.
dollars, an increase in the value of the U.S. dollar relative to foreign currencies could make our products less competitive in
international markets. We have monitored and will continue to monitor our exposure to currency fluctuations.
Interest Rate Risk
Fixed Rate Borrowings: Approximately 61% of our debt portfolio is comprised of fixed rate debt. At various times, we have
refinanced our debt to mitigate the impact of interest rate fluctuations. As the 2021 Notes and 2024 Notes were issued at fixed
rates, interest expense would not be impacted by interest rate fluctuations, although market value would be. For the 2021 Notes
and 2024 Notes, fair value approximated carrying value (see Note 7 to the Consolidated Financial Statements).
Floating Rate Borrowings: The Company's variable rate borrowings at December 31, 2016 were comprised of the amounts
outstanding under the Term Loan Facility, Receivables Facility, Revolving Credit Facility, and the international lines of credit.
The fair value of these debt instruments at December 31, 2016 approximated carrying value. We entered into the Term Loan
Facility on December 12, 2012 and the proceeds were primarily used to finance the acquisition of EECOL. Borrowings under
the U.S. sub-facility of the Term Loan Facility bear interest at 0.75% or, if greater, the applicable LIBOR (London Interbank
Offered Rate) or base rates plus applicable margins and therefore are subject to fluctuations in interest rates. We borrow under
our Revolving Credit Facility and Receivables Facility for general corporate purposes, including working capital requirements
and capital expenditures. Borrowings under our Revolving Credit Facility bear interest at the applicable LIBOR / CDOR
(Canadian Dealer Offered Rate) or base rates plus applicable margins, whereas borrowings under the Receivables Facility bear
interest at the 30 day LIBOR plus applicable margins. A 100 basis point increase or decrease in interest rates would not have a
significant impact on future earnings under our current capital structure.
32
Item 8. Financial Statements and Supplementary Data.
The information required by this item is set forth in our Consolidated Financial Statements contained in this Annual Report
on Form 10-K. Specific financial statements can be found at the pages listed below:
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2016 and 2015
Consolidated Statements of Income and Comprehensive Income (Loss) for the years ended
December 31, 2016, 2015 and 2014
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2016, 2015 and 2014
Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2015 and 2014
Notes to Consolidated Financial Statements
PAGE
34
35
36
37
38
39
33
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of WESCO International, Inc.:
In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income and
comprehensive income (loss), stockholders’ equity and cash flows present fairly, in all material respects, the financial position
of WESCO International, Inc. and its subsidiaries at December 31, 2016 and 2015, and the results of their operations and their
cash flows for each of the three years in the period ended December 31, 2016 in conformity with accounting principles
generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the
index appearing under Item 15(a)(2) presents fairly, in all material respects, the information set forth therein when read in
conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material
respects, effective internal control over financial reporting as of December 31, 2016, based on criteria established in Internal
Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO). The Company's management is responsible for these financial statements and financial statement schedule, for
maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over
financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing under Item 9A.
Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the
Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with
the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and
whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial
statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial
statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and
operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other
procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our
opinions.
As disclosed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for the
presentation of deferred income taxes and debt issuance costs in 2016.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ PricewaterhouseCoopers LLP
Pittsburgh, Pennsylvania
February 22, 2017
34
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
Current Assets:
Assets
Cash and cash equivalents
Trade accounts receivable, net of allowance for doubtful accounts of $22,007 and $22,587
$
110,131
$
160,279
December 31,
2016
2015
(In thousands,
except share data)
in 2016 and 2015, respectively
Other accounts receivable
Inventories
Current deferred income taxes (Note 2)
Income taxes receivable
Prepaid expenses and other current assets
Total current assets
Property, buildings and equipment, net (Note 6)
Intangible assets, net (Note 3)
Goodwill (Note 3)
Deferred income taxes (Note 9)
Other assets
Total assets
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable
Accrued payroll and benefit costs (Note 11)
Short-term debt (Note 7)
Current portion of long-term debt (Note 7)
Bank overdrafts
Income taxes payable
Other current liabilities
Total current liabilities
Long-term debt, net of debt discount and debt issuance costs of $17,278 and $182,041
in 2016 and 2015, respectively (Note 7)
Deferred income taxes (Note 9)
Other noncurrent liabilities
Total liabilities
Commitments and contingencies (Note 13)
Stockholders’ Equity:
Preferred stock, $.01 par value; 20,000,000 shares authorized, no shares issued or
outstanding (Note 8)
Common stock, $.01 par value; 210,000,000 shares authorized, 58,817,781 and 58,597,380
shares issued and 48,611,497 and 42,173,790 shares outstanding in 2016 and 2015,
respectively (Note 8)
Class B nonvoting convertible common stock, $.01 par value; 20,000,000 shares authorized,
4,339,431 issued and no shares outstanding in 2016 and 2015, respectively
Additional capital
Retained earnings
Treasury stock, at cost; 14,545,715 and 20,763,021 shares in 2016 and 2015, respectively
Accumulated other comprehensive loss
Total WESCO International, Inc. stockholders' equity
Noncontrolling interests
Total stockholders’ equity
Total liabilities and stockholders’ equity
1,034,402
85,019
821,441
—
72,881
48,583
2,172,457
157,607
393,362
1,720,714
15,803
31,041
4,490,984
684,721
49,250
20,920
1,218
29,384
32,879
78,425
896,797
$
$
1,075,257
81,242
810,067
8,455
73,814
48,420
2,257,534
166,739
403,649
1,681,662
18,221
41,921
4,569,726
715,519
51,258
43,314
1,025
34,170
29,212
73,303
947,801
$
$
1,363,135
158,009
63,031
2,480,972
$
1,439,062
364,838
44,154
2,795,855
$
—
588
—
586
43
986,020
1,956,532
(542,537)
(387,365)
2,013,281
(3,269)
2,010,012
4,490,984
$
43
1,117,421
1,854,456
(772,679)
(423,155)
1,776,672
(2,801)
1,773,871
4,569,726
$
The accompanying notes are an integral part of the consolidated financial statements.
35
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS)
Net sales
Cost of goods sold (excluding depreciation and amortization)
Selling, general and administrative expenses
Depreciation and amortization
Income from operations
Interest expense, net
Loss on debt redemption (Note 7)
Income before income taxes
Provision for income taxes (Note 9)
Net income
Less: Net loss attributable to noncontrolling interests
Net income attributable to WESCO International, Inc.
$
Other comprehensive income (loss):
Foreign currency translation adjustment
Post retirement benefit plan adjustment, net of tax (Note 11)
Comprehensive income (loss) attributable to WESCO International, Inc.
$
Earnings per share attributable to WESCO International, Inc. (Note 10)
Basic
Diluted
$
$
2.30
2.10
Year Ended December 31,
2016
2015
2014
(In thousands, except per share data)
$
7,336,017
$
7,518,487
$
7,889,626
5,887,814
1,049,286
6,024,826
1,054,951
6,278,584
1,076,808
66,858
332,059
76,575
123,933
131,551
30,431
101,120
(468)
101,588
38,275
(2,485)
137,378
64,968
373,742
69,832
—
303,910
95,537
208,373
(2,314)
210,687
$
68,017
466,217
82,064
—
384,153
108,716
275,437
(469)
275,906
(225,795)
4,532
(10,576) $
(120,293)
(5,056)
150,557
4.85
4.18
$
$
6.21
5.18
$
$
$
$
The accompanying notes are an integral part of the consolidated financial statements.
36
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WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Operating Activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
Stock-based compensation expense
Amortization of debt issuance costs
Amortization of debt discount
Loss on debt redemption (Note 7)
Gain on sale of property, buildings and equipment
Gain on sale of businesses
Excess tax benefit from stock-based compensation
Interest related to uncertain tax positions, net
Deferred income taxes
Changes in assets and liabilities:
Trade receivables, net
Other accounts receivable
Inventories
Prepaid expenses and other assets
Accounts payable
Accrued payroll and benefit costs
Other current and noncurrent liabilities
Net cash provided by operating activities
Investing Activities:
Capital expenditures
Acquisition payments, net of cash acquired
Proceeds from sale of assets
Other investing activities
Net cash used in investing activities
Financing Activities:
Proceeds from issuance of short-term debt
Repayments of short-term debt
Proceeds from issuance of long-term debt
Repayments of long-term debt
Repayment of deferred acquisition payable
Debt issuance costs
Proceeds from the exercise of stock options
Excess tax benefit from stock-based compensation
Repurchase of common stock (Note 10)
Other financing activities
Net cash used in financing activities
Effect of exchange rate changes on cash and cash equivalents
Net change in cash and cash equivalents
Cash and cash equivalents at the beginning of period
Cash and cash equivalents at the end of period
Supplemental disclosures:
Cash paid for interest
Cash paid for taxes
Non-cash investing and financing activities:
Property, buildings and equipment acquired through capital leases
2016
Year Ended December 31,
2015
(In thousands)
2014
$
101,120
$
208,373
$
275,437
66,858
12,493
3,585
3,099
123,933
(4,702)
—
(1,988)
1,152
(45,174)
56,767
(1,628)
(1,612)
13,207
(40,607)
(1,922)
15,654
300,235
(17,957)
(50,890)
8,361
(10,000)
(70,486)
64,968
12,899
6,120
6,075
—
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(1,319)
(1,569)
(8,739)
42,850
40,102
57,242
2,410
(8,517)
(55,914)
(15,015)
(66,872)
283,049
(21,658)
(151,595)
3,023
—
(170,230)
68,017
14,766
4,426
4,136
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(7,733)
—
(5,705)
964
4,979
(89,029)
(11,659)
(36,847)
(27,020)
37,587
7,619
11,218
251,156
(20,548)
(138,630)
14,991
—
(144,187)
111,458
(131,501)
2,082,738
(2,323,568)
—
(6,002)
—
1,988
(4,818)
(6,558)
(276,263)
(3,634)
(50,148)
160,279
110,131
74,391
76,293
1,143
$
$
102,033
(101,353)
1,528,578
(1,435,820)
—
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—
1,569
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(3,658)
(67,815)
(13,044)
31,960
128,319
160,279
66,342
74,213
$
$
71,308
(57,827)
1,168,580
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(29,395)
(472)
838
5,705
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(2,832)
(95,490)
(6,885)
4,594
123,725
128,319
74,016
107,147
288
1,091
$
$
The accompanying notes are an integral part of the consolidated financial statements.
38
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATION
WESCO International, Inc. ("WESCO International") and its subsidiaries (collectively, “WESCO” or the "Company"),
headquartered in Pittsburgh, Pennsylvania, is a full-line distributor of electrical, industrial and communications maintenance,
repair and operating (“MRO”) and original equipment manufacturers (“OEM”) products, construction materials, and advanced
supply chain management and logistics services used primarily in the industrial, construction, utility and commercial,
institutional and government markets. We serve approximately 75,000 active customers globally, through approximately 500
full service branches and nine distribution centers located primarily in the United States, Canada and Mexico, with operations
in 14 additional countries.
2. ACCOUNTING POLICIES
Basis of Consolidation
The consolidated financial statements include the accounts of WESCO International and all of its subsidiaries. All
significant intercompany accounts and transactions have been eliminated in consolidation.
Reclassifications
The Consolidated Statement of Cash Flows for the year ended December 31, 2015 and 2014 includes certain
reclassifications to previously reported amounts to conform to the current period presentation.
During the first quarter of 2016, the Company adopted certain accounting pronouncements that were effective beginning this
fiscal year. The adoption of such guidance, as described below, resulted in certain reclassifications to amounts previously
reported in the Consolidated Balance Sheet at December 31, 2015.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles in the United States of
America requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial
statements and accompanying disclosures. Although these estimates are based on management’s best knowledge of current
events and actions WESCO may undertake in the future, actual results may ultimately differ from the estimates.
Revenue Recognition
Revenues are recognized for product sales when title, ownership and risk of loss pass to the customer or for services when
the service is rendered. In the case of stock sales and special orders, a sale occurs at the time of shipment from WESCO's
distribution point, as the terms of WESCO’s sales are typically FOB shipping point. In cases where WESCO processes
customer orders but ships directly from its suppliers, revenue is recognized once product is shipped and title has passed. In all
cases, revenue is recognized once the sales price to the customer is fixed or is determinable and WESCO has reasonable
assurance as to the collectability.
In certain customer arrangements, WESCO provides services such as inventory management. WESCO may perform some
or all of the following services for customers: determine inventory stocking levels; establish inventory reorder points; launch
purchase orders; receive material; pack away material; and pick material for order fulfillment. WESCO recognizes revenue for
services rendered during the period based upon a previously negotiated fee arrangement. WESCO also sells inventory to these
customers and recognizes revenue at the time title and risk of loss transfers to the customer. The amount of revenue attributed to
these services totaled $27.1 million, $35.1 million, and $31.0 million in 2016, 2015 and 2014, respectively.
Selling, General and Administrative Expenses
WESCO includes warehousing, purchasing, branch operations, information services, and marketing and selling expenses in
this category, as well as other types of general and administrative costs.
Supplier Volume Rebates
WESCO receives volume rebates from certain suppliers based on contractual arrangements with such suppliers. Volume
rebates are included within other accounts receivable in the Consolidated Balance Sheets, and represent the estimated amounts
due to WESCO under the rebate provisions of the various supplier contracts. The corresponding rebate income is derived from
the level of actual purchases made by WESCO and is recorded as a reduction to cost of goods sold. Receivables under the
supplier rebate program were $64.2 million at December 31, 2016 and $62.6 million at December 31, 2015. Supplier volume
rebate rates have historically ranged between approximately 0.9% and 1.4% of sales depending on market conditions. In 2016,
the rebate rate was 1.3%.
39
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
Shipping and Handling Costs and Fees
WESCO records the costs and fees associated with transporting its products to customers as a component of selling, general
and administrative expenses. These costs totaled $57.9 million, $59.4 million and $63.6 million in 2016, 2015 and 2014,
respectively.
Cash Equivalents
Cash equivalents are defined as highly liquid investments with original maturities of 90 days or less when purchased.
Asset Securitization
WESCO maintains control of the receivables transferred pursuant to its accounts receivable securitization program (the
“Receivables Facility”); therefore, the transfers do not qualify for “sale” treatment. As a result, the transferred receivables
remain on the balance sheet, and WESCO recognizes the related secured borrowing. The expenses associated with the
Receivables Facility are reported as interest expense in the Consolidated Statements of Income and Comprehensive Income
(Loss).
Allowance for Doubtful Accounts
WESCO maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to
make required payments. WESCO has a systematic procedure using estimates based on historical data and reasonable
assumptions of collectability made at the local branch level and on a consolidated corporate basis to calculate the allowance for
doubtful accounts. If the financial condition of WESCO’s customers were to deteriorate, resulting in an impairment of their
ability to make payments, additional allowances may be required. The allowance for doubtful accounts was $22.0 million at
December 31, 2016 and $22.6 million at December 31, 2015. The total amount recorded as selling, general and administrative
expense related to bad debts was $5.9 million, $6.1 million and $5.9 million for 2016, 2015 and 2014, respectively.
Inventories
Inventories primarily consist of merchandise purchased for resale and are stated at the lower of cost and net realizable
value. Cost is determined principally under the average cost method. WESCO makes provisions for obsolete or slow-moving
inventories as necessary to reflect reduction in inventory value. WESCO writes down its inventory to net realizable value based
on internal factors derived from historical analysis of actual losses. Retrospectively, WESCO identifies items in excess of 36
months supply relative to demand or movement. WESCO then analyzes the ultimate disposition of previously identified excess
inventory items as they are sold, returned to supplier, or scrapped. This historical item-by-item analysis allows WESCO to
develop an estimate of the likelihood that an item identified as being in excess supply ultimately becomes obsolete. WESCO
applies the estimate to inventory items currently in excess of 36 months supply, and reduces the carrying value of its inventory
by the derived amount. Reserves for excess and obsolete inventories were $27.3 million and $24.7 million at December 31,
2016 and 2015, respectively. The total expense related to excess and obsolete inventories, included in cost of goods sold, was
$7.3 million, $8.6 million and $6.2 million for 2016, 2015 and 2014, respectively. WESCO absorbs into the cost of inventory
certain overhead expenses related to inventory such as purchasing, receiving and storage and at December 31, 2016 and 2015,
$65.3 million and $65.0 million, respectively, of these costs were included in ending inventory.
Property, Buildings and Equipment
Property, buildings and equipment are recorded at cost. Depreciation expense is determined using the straight-line method
over the estimated useful lives of the assets. Leasehold improvements are amortized over either their respective lease terms or
their estimated lives, whichever is shorter. Estimated useful lives range from five to forty years for leasehold improvements and
buildings and three to ten years for furniture, fixtures and equipment.
Capitalized computer software costs are amortized using the straight-line method over the estimated useful life, typically
three to five years, and are reported at the lower of unamortized cost or net realizable value.
Expenditures for new facilities and improvements that extend the useful life of an asset are capitalized. Ordinary repairs and
maintenance are expensed as incurred. When property is retired or otherwise disposed of, the cost and the related accumulated
depreciation are removed from the accounts and any related gains or losses are recorded and reported as selling, general and
administrative expenses.
Of WESCO’s $157.6 million net book value of property, buildings and equipment as of December 31, 2016, $98.1 million
consists of land, buildings and leasehold improvements and are geographically dispersed among WESCO’s 500 branches and
nine distribution centers, mitigating the risk of impairment. WESCO assesses its long-lived assets for impairment whenever
events or changes in circumstances indicate the carrying amount of any such assets may not be fully recoverable. Changes in
40
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
circumstances include technological advances, changes in our business model, capital structure, economic conditions or
operating performance. The evaluation is based upon, among other things, utilization, serviceability and assumptions about the
estimated future undiscounted cash flows these assets are expected to generate. When the sum of the undiscounted cash flows is
less than the carrying value of the asset or asset group, WESCO will recognize an impairment loss to the extent that carrying
value exceeds fair value. Management applies its best judgment when performing these evaluations.
Goodwill and Indefinite-Lived Intangible Assets
Goodwill and indefinite-lived intangible assets are tested for impairment annually during the fourth quarter using
information available at the end of September, or more frequently if triggering events occur indicating that their carrying value
may not be recoverable. WESCO tests for goodwill impairment on a reporting unit level and the evaluation involves comparing
the fair value of each reporting unit to its carrying value. The fair values of the reporting units are determined using a
combination of a discounted cash flow analysis and market multiples. Assumptions used for these fair value techniques are
based on a combination of historical results, current forecasts, market data and recent economic events. WESCO evaluates the
recoverability of indefinite-lived intangible assets using the relief-from-royalty method based on projected financial
information. The determination of fair value involves significant management judgment and management applies its best
judgment when assessing the reasonableness of financial projections. At December 31, 2016 and 2015, goodwill and indefinite-
lived trademarks totaled $1.82 billion.
A possible indicator of goodwill impairment is the relationship of a company’s market capitalization to its book value. As of
December 31, 2016, WESCO's market capitalization exceeded its book value and there were no impairment losses identified as
a result of the annual test. Fair value determinations require considerable judgment and are sensitive to changes in underlying
assumptions and factors. As a result, there can be no assurance that the estimates and assumptions made for purposes of the
annual goodwill and indefinite-lived intangible impairment tests will prove to be an accurate prediction of future results.
Definite Lived Intangible Assets
Intangible assets are amortized over 2 to 20 years. A portion of intangible assets related to certain customer relationships are
amortized using an accelerated method whereas all other intangible assets subject to amortization use a straight-line method that
reflects the pattern in which the economic benefits of the respective assets are consumed or otherwise used. Intangible assets
are tested for impairment if events or circumstances occur indicating that the respective asset might be impaired.
Insurance Programs
WESCO uses commercial insurance for auto, workers’ compensation, casualty and health claims as a risk-reduction strategy
to minimize catastrophic losses. The Company’s strategy involves large deductible policies where WESCO must pay all costs
up to the deductible amount. WESCO estimates the reserve for these programs based on historical incident rates and costs. The
assumptions included in developing this accrual include the period of time between the incurrence and payment of a claim. The
total liability related to the insurance programs was $9.5 million and $9.8 million at December 31, 2016 and 2015, respectively.
Income Taxes
WESCO accounts for income taxes under the asset and liability method, which requires the recognition of deferred income
taxes for events that have future tax consequences. Under this method, deferred income taxes are recognized (using enacted
tax laws and rates) based on the future income tax effects of differences in the carrying amounts of assets and liabilities for
financial reporting and tax purposes. The effect of a tax rate change on deferred tax assets and liabilities is recognized in
income in the period of change.
WESCO recognizes deferred tax assets at amounts that are expected to be realized. To make such determination,
management evaluates all positive and negative evidence, including but not limited to, prior, current and future taxable
income, tax planning strategies and future reversals of existing temporary differences. A valuation allowance is recognized if
it is “more-likely-than-not” that some or all of a deferred tax asset will not be realized. WESCO regularly assesses the
realizability of deferred tax assets.
No provision is made for undistributed earnings that are considered to be permanently reinvested to fund growth in foreign
markets.
WESCO accounts for uncertainty in income taxes using a "more-likely-than-not" recognition threshold. Due to the
subjectivity inherent in the evaluation of uncertain tax positions, the tax benefit ultimately recognized may materially differ
from the estimate. WESCO recognizes interest and penalties related to uncertain tax benefits as part of interest expense and
income tax expense, respectively.
41
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
Debt Issuance Costs
WESCO capitalizes costs associated with the issuance of debt and such costs are amortized over the term of the respective
debt instrument on a straight-line basis. Debt issuance costs are presented in the Consolidated Balance Sheets as a direct
reduction from the carrying amount of the related debt liability. Upon prepayment of debt, the Company accelerates the
recognition of an appropriate amount of the costs as refinancing or extinguishment of debt. During the year ending
December 31, 2016, the Company capitalized debt issuance costs of $6.0 million. As of December 31, 2016 and 2015,
unamortized debt issuance costs of $16.5 million and $17.7 million were recorded in the Consolidated Balance Sheets,
respectively.
Convertible Debentures
WESCO separately accounted for the liability and equity components of the 6.0% Convertible Senior Debentures due 2029
(the "2029 Debentures") in a manner that reflected its non-convertible debt borrowing rate. WESCO estimated its non-
convertible debt borrowing rate through a combination of discussions with its financial institutions and review of relevant
market data. The discounts to the convertible debt balances were amortized to interest expense, using the effective interest
method, over the implicit life of the debentures.
Foreign Currency
The local currency is the functional currency for the majority of WESCO’s operations outside the United States. Assets and
liabilities of these operations are translated to U.S. dollars at the exchange rate in effect at the end of each period. Income
statement accounts are translated at an exchange rate that approximates the average for the period. Translation adjustments
arising from the use of differing exchange rates from period to period are included as a component of other comprehensive
income (loss) within stockholders’ equity. Gains and losses from foreign currency transactions are included in net income for
the period.
Defined Benefit Pension Plan
In connection with the December 14, 2012 acquisition of EECOL, the Company assumed a contributory defined benefit
plan covering substantially all Canadian employees of EECOL. The plan provides retirement benefits based on earnings and
credited service, and participants contribute 2% of their earnings to the plan.
The Company also assumed EECOL's Supplemental Executive Retirement Plan (SERP), which provides additional pension
benefits to certain executives based on earnings, credited service, and executive service. Participants in the SERP contribute 4%
of their earnings to the SERP.
Liabilities and expenses for pension benefits are determined using actuarial methodologies and incorporate significant
assumptions, including the interest rate used to discount the future estimated cash flows, the expected long-term rate of return
on plan assets, and several assumptions relating to the employee workforce (salary increases, retirement age, and mortality).
The interest rate used to discount future estimated cash flows is determined using the Canadian Institute of Actuaries
("CIA") methodology, which references yield curve information provided by Fiera Capital. The discount rate used to determine
benefit obligations for the Canadian pension was 3.9% in 2016. An increase in the discount rate of one quarter percent would
decrease the projected benefit obligation by $4.7 million, and a decrease in the discount rate of one quarter percent would
increase the projected benefit obligation by $5.1 million. The impact of a change in the discount rate of one quarter percent
would be either a charge or credit of $0.3 million to earnings in the following year.
The expected long-term rate of return on plan assets is applied to the fair market-related value of plan assets.
Stock-Based Compensation
WESCO's stock-based employee compensation plans are comprised of stock-settled stock appreciation rights, restricted
stock units, and performance-based awards. Compensation cost for all stock-based awards is measured at fair value on the date
of grant, and compensation cost is recognized, net of forfeitures, over the service period for awards expected to vest. The fair
value of stock-settled appreciation rights and performance-based awards with market conditions is determined using the Black-
Scholes and Monte Carlo simulation models, respectively. The fair value of restricted stock units with service conditions and
performance-based awards with performance conditions is determined by the grant-date closing price of WESCO's common
stock. Expected volatilities are based on historical volatility of WESCO's common stock. WESCO estimates the expected life of
stock-settled stock appreciation rights using historical data pertaining to option exercises and employee terminations. The risk-
free rate is based on the U.S. Treasury yields in effect at the time of grant. The forfeiture assumption is based on WESCO's
historical employee behavior, which is reviewed on an annual basis. No dividends are assumed for stock-based awards.
42
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
Treasury Stock
Common stock purchased for treasury is recorded at cost. At the date of subsequent reissue, the treasury stock account is
reduced by the cost of such stock, with cost determined on a weighted-average basis.
Fair Value of Financial Instruments
The Company measures the fair value of financial assets and liabilities in accordance with Financial Accounting Standards
Board (FASB) Accounting Standards Codification (ASC) 820, "Fair Value Measurements and Disclosures," which defines fair
value, establishes a framework for measuring fair value and expands disclosures about fair value measurements.
ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value and
requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs. The hierarchy gives
the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and
the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the
fair value hierarchy are as follows:
•
•
•
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that are accessible
at the measurement date.
Level 2 inputs include inputs other than Level 1 that are observable, either directly or indirectly, such as quoted
prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in
markets that are not active, or other inputs that are observable or can be corroborated by observable market data for
substantially the full term of assets or liabilities.
Level 3 inputs are unobservable inputs in which little or no market data exists, therefore requiring an entity to
develop its own assumptions.
The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable and other
accrued liabilities, and outstanding indebtedness. Except for the previously outstanding 2029 Debentures, the reported carrying
amounts of WESCO’s debt instruments approximate their fair values. As described in Note 7, the 2029 Debentures were fully
redeemed on September 15, 2016. At December 31, 2015, the carrying value of the 2029 Debentures was $177.8 million and
the fair value was approximately $514.2 million. The Company uses a market approach to fair value all of its debt instruments,
utilizing quoted prices in active markets, interest rates and other relevant information generated by market transactions
involving similar instruments. Therefore, all of the Company's debt instruments are classified as Level 2 within the valuation
hierarchy. For all of the Company's remaining financial instruments, carrying values are considered to approximate fair value.
Environmental Expenditures
WESCO has facilities and operations that distribute certain products that must comply with environmental regulations and
laws. Expenditures for current operations are expensed or capitalized, as appropriate. Expenditures relating to existing
conditions caused by past operations, and that do not contribute to future revenue, are expensed. Liabilities are recorded when
remedial efforts are probable and the costs can be reasonably estimated.
Recently Adopted Accounting Pronouncements
In September 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a
Going Concern. This ASU describes how an entity should assess its ability to meet obligations and sets disclosure requirements
for how this information should be disclosed in the financial statements. The standard provides accounting guidance that will be
used with existing auditing standards. The Company adopted this ASU in the first quarter of 2016. The adoption of this
guidance did not have an impact on WESCO's consolidated financial statements and notes thereto.
In April 2015 and August 2015, the FASB issued Accounting Standards Update (ASU) 2015-03, Simplifying the
Presentation of Debt Issuance Costs, and ASU 2015-15, Presentation and Subsequent Measurement of Debt Issuance Costs
Associated with Line-of-Credit Arrangements. These ASUs simplify the presentation of debt issuance costs by requiring that
debt issuance costs related to a recognized liability be presented in the balance sheet as a direct deduction from the carrying
amount of that debt liability, consistent with debt discounts. The Company adopted this new guidance on a retrospective basis
effective January 1, 2016. Accordingly, the Company reclassified approximately $17.7 million of debt issuance costs from other
noncurrent assets to long-term debt in the balance sheet as of December 31, 2015. See Note 7 of the Notes to Consolidated
Financial Statements.
In May 2015, the FASB issued ASU 2015-07, Disclosures for Investments in Certain Entities That Calculate Net Asset
Value per Share (or Its Equivalent). This updated guidance removes the requirement to categorize investments for which fair
43
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
value is measured using the net asset value (NAV) per share practical expedient within the fair value hierarchy. The Company
adopted this guidance on a retrospective basis effective January 1, 2016. The adoption of this ASU did not have an impact on
WESCO's financial position, results of operations or cash flows; however, this guidance impacted the Company's defined
benefit plan disclosure in Note 11 of the Notes to Consolidated Financial Statements as presented herein. Specifically,
investments for which fair value is measured using the NAV per share practical expedient were removed from the tabular
disclosure of the fair value hierarchy in all periods presented.
In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes. This ASU simplifies the
presentation of deferred income taxes by requiring that all deferred tax assets and liabilities, along with any related valuation
allowance, be classified as noncurrent in the balance sheet. The Company elected to early adopt this ASU on a prospective basis
during the first quarter of 2016. The adoption of this ASU did not have a material impact on WESCO's financial position and it
had no impact on its results of operations or cash flows.
Recently Issued Accounting Pronouncements
In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers: Deferral of Effective Date. The
Company previously reported that in May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers,
which provides a framework for addressing revenue recognition issues and replaces almost all existing revenue recognition
guidance in current U.S. generally accepted accounting principles. The core principle of ASU 2014-09 is for companies to
recognize revenue for the transfer of goods or services to customers in amounts that reflect the consideration to which the
company expects to be entitled in exchange for those goods or services. ASU 2014-09 will also result in enhanced disclosures
about revenue, provide guidance for transactions that were not previously addressed comprehensively, and improve guidance
for multiple-element arrangements. The amendments in ASU 2015-14 defer the effective date of the new revenue recognition
guidance to annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period.
During 2016, the FASB issued four ASUs that address implementation issues and correct or improve certain aspects of the new
revenue recognition guidance, including ASU 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross
versus Net), ASU 2016-10, Identifying Performance Obligations and Licensing, ASU 2016-12, Narrow-Scope Improvements
and Practical Expedients and ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts
with Customers. These ASUs do not change the core principles in the revenue recognition standard outlined above. The
Company has developed a phased approach to implementing the new standard. We are currently in the assessment phase and
cannot reasonably estimate the financial statement impact of the future adoption.
In February 2016, the FASB issued ASU 2016-02, Leases, a comprehensive new standard that amends various aspects of
existing accounting guidance for leases, including the recognition of a right-of-use asset and a lease liability on the balance
sheet and disclosing key information about leasing arrangements. This guidance is effective for fiscal years beginning after
December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The new leasing standard
requires modified retrospective transition, which requires application of the new guidance at the beginning of the earliest
comparative period presented in the year of adoption. Management is currently evaluating the impact of this new standard on
WESCO's consolidated financial statements and notes thereto.
In March 2016, the FASB issued ASU 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to
Employee Share-Based Payment Accounting, which simplifies several aspects of accounting for share-based payment
transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on
the statement of cash flows. The amendments in this ASU affect all entities that issue share-based payment awards to their
employees. This ASU will be effective in the first quarter of 2017. The impact of this new guidance is dependent upon future
equity award exercises and stock prices, which cannot be predicted. Therefore, the Company is unable to determine the
significance of the impact on its reported income taxes or cash flows from operating activities.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit
Losses on Financial Instruments, which introduces new guidance for the accounting for credit losses on certain financial
instruments. The amendments in ASU 2016-13 are effective for fiscal years beginning after December 15, 2019, including
interim periods within those fiscal years and early adoption is permitted. Management is currently evaluating the impact of this
accounting standard on WESCO's consolidated financial statements and notes thereto.
In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash
Receipts and Cash Payments (a consensus of the Emerging Issues Task Force). This ASU provides guidance on eight specific
cash flow issues where there is diversity in practice. The amendments in this ASU are effective for fiscal years beginning after
December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim
period. Management is currently evaluating the impact of this accounting standard on WESCO's consolidated financial
statements and notes thereto.
44
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than
Inventory. The purpose of ASU 2016-16 is to simplify the income tax accounting of an intra-entity transfer of an asset other
than inventory and to record its effect when the transfer occurs. The guidance is effective for annual reporting periods
beginning after December 15, 2017, including interim reporting periods within those annual reporting periods and early
adoption is permitted. The Company will early adopt this ASU on a modified retrospective basis in the first quarter of 2017.
The adoption of this ASU is not expected to have a material impact on WESCO's financial position and it will have no impact
on its results of operations or cash flows.
In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for
Goodwill Impairment, which eliminates Step 2 from the goodwill impairment test. Under the amendments in this update, an
entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its
carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the
reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that
reporting unit. An entity should apply the amendments in this ASU on a prospective basis. This guidance is effective for fiscal
years beginning after December 15, 2019, including interim periods within those fiscal years. Management has not yet
evaluated the impact of this accounting standard on WESCO's consolidated financial statements and notes thereto.
Other pronouncements issued by the FASB or other authoritative accounting standards groups with future effective dates are
either not applicable or are not expected to be significant to WESCO’s financial position, results of operations or cash flows.
3. GOODWILL AND INTANGIBLE ASSETS
Goodwill
The following table sets forth the changes in the carrying value of goodwill:
Beginning balance January 1
Foreign currency exchange rate changes
Adjustments to goodwill for acquisitions (1)
Ending balance December 31
Year Ended December 31,
2016
2015
(In thousands)
$
1,681,662
$
21,434
17,618
1,735,440
(113,719)
59,941
$
1,720,714
$
1,681,662
(1) Includes a $15.2 million reduction recorded during the second quarter of 2016 to correct deferred income taxes related to
prior acquisitions.
WESCO has never recorded an impairment loss related to goodwill.
Intangible Assets
The components of intangible assets are as follows:
December 31, 2016
December 31, 2015
Life
Gross
Carrying
Amount (1)
Accumulated
Amortization (1)
Net
Carrying
Amount
Gross
Carrying
Amount (1)
Accumulated
Amortization (1)
Net
Carrying
Amount
(In thousands)
Intangible assets:
Trademarks
Trademarks
Non-compete agreements
Customer relationships
Distribution agreements
Patents
Indefinite
$
96,962
$
— $
96,962
$ 91,945
$
— $
4-15
2-7
2-20
10-19
10
25,098
196
362,637
38,972
48,310
$ 572,175
(3,426)
(63)
(126,835)
(19,295)
(29,194)
21,672
22,793
133
429
235,802
339,820
19,677
38,726
48,310
$ 542,023
19,116
$ (178,813) $ 393,362
23,947
$ (138,374) $ 403,649
91,945
21,212
228
244,186
22,131
(1,581)
(201)
(95,634)
(16,595)
(24,363)
(1)
Excludes the original cost and accumulated amortization of fully-amortized intangible assets.
45
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
Amortization expense related to intangible assets totaled $39.1 million, $36.9 million and $39.0 million for the years ended
December 31, 2016, 2015 and 2014, respectively.
The following table sets forth the estimated amortization expense for intangible assets for the next five years:
For the year ended December 31,
2017
2018
2019
2020
2021
Estimated
Amortization
Expense
(In thousands)
38,212
$
36,737
35,507
32,388
24,765
WESCO has never recorded an impairment loss related to intangible assets.
4. CONCENTRATIONS OF CREDIT RISK AND SIGNIFICANT SUPPLIERS
WESCO distributes its products and services and extends credit to a large number of customers in the industrial,
construction, utility, and commercial, institutional and government markets. Based upon WESCO’s broad customer base, the
Company has concluded that it has no material credit risk as a result of customer concentration. Our largest supplier is Eaton
Corporation, accounting for approximately 11% of our purchases in 2016 and 2015, respectively, and 12% in 2014. Therefore,
WESCO could potentially incur risk due to supplier concentration.
5. ACQUISITIONS
The following table sets forth the consideration paid for acquisitions:
Year Ended December 31,
(In thousands)
Fair value of assets acquired
Fair value of liabilities assumed
Cash paid for acquisitions
Supplemental cash flow disclosure related to acquisitions:
Cash paid for acquisitions
Less: cash acquired
Cash paid for acquisitions, net of cash acquired
2016
2015
2014
$
$
$
$
76,980 $
192,099 $
153,597
25,058
39,836
19,772
51,922 $
152,263 $
133,825
51,922 $
(1,032)
50,890 $
152,263 $
(668)
151,595 $
133,825
—
133,825
The fair values of assets acquired and liabilities assumed during the year ended December 31, 2016, which are primarily for
the acquisition of Atlanta Electrical Distributors, LLC, are based upon preliminary calculations and valuations. WESCO's
estimates and assumptions for its preliminary purchase price allocations are subject to change as it obtains additional
information for its estimates during the respective measurement periods (up to one year from the respective acquisition date).
Acquisition of Atlanta Electrical Distributors, LLC
On March 14, 2016, WESCO Distribution, Inc. ("WESCO Distribution") completed the acquisition of Atlanta Electrical
Distributors, LLC, an Atlanta-based electrical distributor focused on the construction and MRO markets from five locations in
Georgia with approximately $85 million in annual sales. WESCO Distribution funded the purchase price paid at closing with
borrowings under its revolving credit facility. The purchase price was allocated to the respective assets and liabilities based
upon their estimated fair values as of the acquisition date. In addition to the cash paid at closing, the purchase price includes a
contingent payment that may be earned upon the achievement of certain financial performance targets over three consecutive
one year periods. The fair value of the contingent consideration was determined using a probability-weighted outcome analysis
and Level 3 inputs such as internal forecasts. This amount has been accrued at the maximum potential payout under the terms of
the purchase agreement and it is included in the fair value of liabilities assumed as presented above. The preliminary fair value
of intangibles was estimated by management and the allocation resulted in intangible assets of $21.8 million and goodwill of
$30.0 million. The intangible assets include customer relationships of $15.8 million amortized over 13 and 14 years, a
46
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
trademark of $6.0 million amortized over 13 years, and non-compete agreements of less than $0.1 million amortized over 5
years. No residual value is estimated for the intangible assets being amortized. Management believes that the majority of
goodwill is deductible for tax purposes.
2015 Acquisitions of Hill Country Electric Supply, LP and Needham Electric Supply Corporation
On May 1, 2015, WESCO Distribution completed the acquisition of Hill Country Electric Supply, LP ("Hill Country"), an
electrical distributor focused on the commercial construction market from nine locations in Central and South Texas with
approximately $140 million in annual sales. WESCO Distribution funded the purchase price paid at closing with borrowings
under its prior revolving credit facility. The purchase price was allocated to the respective assets and liabilities based upon their
estimated fair values as of the acquisition date. The fair value of intangibles was estimated by management and the allocation
resulted in intangible assets of $21.1 million and goodwill of $16.2 million. The majority of goodwill is deductible for tax
purposes.
On October 30, 2015, WESCO Distribution completed the acquisition of Needham Electric Supply Corporation
("Needham"), an electrical distributor focused on the commercial construction and lighting national account markets from 24
locations in Massachusetts, New Hampshire and Vermont with approximately $115 million in annual sales. WESCO
Distribution funded the purchase price paid at closing with cash and borrowings under its revolving credit facility. The purchase
price was allocated to the respective assets and liabilities based upon their estimated fair values as of the acquisition date. The
fair value of intangibles was estimated by management and the allocation resulted in intangible assets of $31.0 million and
goodwill of $35.7 million. The majority of goodwill is deductible for tax purposes.
For the acquisitions of Hill Country and Needham that were made in 2015, the intangible assets include customer
relationships of $37.6 million amortized over 11 to 14 years, trademarks of $14.3 million amortized over 12 and 13 years, and
other intangibles of $0.2 million. No residual value is estimated for the intangible assets being amortized.
2014 Acquisitions of LaPrairie, Inc., Hazmasters, Inc. and Hi-Line Utility Supply
On February 1, 2014, WESCO Distribution, through its wholly-owned Canadian subsidiary, completed the acquisition of
LaPrairie, Inc. ("LaPrairie"), a wholesale distributor of electrical products with approximately $30 million in annual sales
servicing the transmission, distribution, and substation needs of utilities and utility contractors from a single location in
Newmarket, Ontario. WESCO funded the purchase price paid at closing with cash. The purchase price was allocated to the
respective assets and liabilities based upon their estimated fair values as of the acquisition date. The fair value of intangibles
was determined by management and the allocation resulted in intangible assets of $11.0 million and goodwill of $8.9 million.
The majority of goodwill is deductible for tax purposes.
On March 17, 2014, WESCO Distribution, through its wholly-owned Canadian subsidiary, completed the acquisition of
Hazmasters, Inc. ("Hazmasters"), a leading independent Canadian distributor of safety products with approximately $80 million
in annual sales servicing customers in the industrial, construction, and commercial, institutional and government markets from
14 branches across Canada. WESCO funded the purchase price paid at closing with cash and borrowings under its prior
revolving credit facility. The purchase price was allocated to the respective assets and liabilities based upon their estimated fair
values as of the acquisition date. The fair value of intangibles was estimated by management and the allocation resulted in
intangible assets of $28.1 million and goodwill of $29.5 million, which is not deductible for tax purposes.
On June 11, 2014, WESCO Distribution, completed the acquisition of Hi-Line Utility Supply ("Hi-Line"), a provider of
utility MRO and safety products, as well as rubber goods testing and certification services, with approximately $30 million in
annual sales from locations in Chicago, Illinois and Millbury, Massachusetts. WESCO Distribution funded the purchase price
paid at closing with cash. The purchase price was allocated to the respective assets and liabilities based upon their estimated fair
values as of the acquisition date. The fair value of intangibles was estimated by management and the allocation resulted in
intangible assets of $14.2 million and goodwill of $24.0 million. The majority of goodwill is deductible for tax purposes.
For the acquisitions of LaPrairie, Hazmasters, and Hi-Line that were made in 2014, the intangible assets include customer
relationships of $38.9 million amortized over 2 to 12 years, supplier relationships of $3.2 million amortized over 10 years,
trademarks of $10.9 million, and other intangibles of $0.3 million. Certain trademarks have been assigned an indefinite life
while others are amortized over 5 years and 10 years. No residual value is estimated for the intangible assets being amortized.
47
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
6. PROPERTY, BUILDINGS AND EQUIPMENT
The following table sets forth the components of property, buildings and equipment:
As of December 31,
2016
2015
(In thousands)
Buildings and leasehold improvements
$
117,461
$
Furniture, fixtures and equipment
Software costs
Accumulated depreciation and amortization
Land
Construction in progress
178,183
93,040
388,684
(259,126)
129,558
24,653
3,396
118,520
176,247
86,259
381,026
(243,005)
138,021
26,121
2,597
$
157,607
$
166,739
Depreciation expense was $17.1 million, $17.8 million and $18.5 million, and capitalized software amortization was $10.6
million, $10.3 million and $10.5 million, in 2016, 2015 and 2014, respectively. The unamortized software cost was $21.6
million and $24.5 million as of December 31, 2016 and 2015, respectively. Furniture, fixtures and equipment include
capitalized leases of $12.0 million and $12.5 million and related accumulated amortization of $8.9 million and $8.3 million as
of December 31, 2016 and 2015, respectively.
7. DEBT
The following table sets forth WESCO’s outstanding indebtedness:
Accounts Receivable Securitization Facility
$
380,000
$
525,000
As of December 31,
2016
2015
(In thousands)
Revolving Credit Facility
International lines of credit
Term Loan Facility, less debt discount of $770 and $1,026 in 2016 and 2015, respectively
5.375% Senior Notes due 2021
5.375% Senior Notes due 2024
6.0% Convertible Senior Debentures due 2029, less debt discount of $163,316 in 2015
Capital leases
Total debt
Less unamortized debt issuance costs(1)
Less current and short-term debt
Total long-term debt
(1) See Note 2 of the Notes to Consolidated Financial Statements.
Accounts Receivable Securitization Facility
4,000
20,920
143,980
500,000
350,000
—
2,881
75,000
43,314
173,724
500,000
—
181,557
2,505
1,401,781
(16,508)
(22,138)
1,363,135
$
1,501,100
(17,699)
(44,339)
1,439,062
$
On September 24, 2015, WESCO Distribution amended and restated its accounts receivable securitization facility (the
"Receivables Facility") pursuant to the terms and conditions of a Fourth Amended and Restated Receivables Purchase
Agreement (the “Receivables Purchase Agreement”), by and among WESCO Receivables Corp. (“WESCO Receivables”),
WESCO Distribution, the various purchaser groups from time to time party thereto and PNC Bank, National Association, as
48
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
Administrator. The Receivables Purchase Agreement amended and restated the receivables purchase agreement entered into on
April 13, 2009.
The Receivables Purchase Agreement increased the purchase limit from $500 million to $550 million, with the opportunity
to exercise an accordion feature which permits increases in the purchase limit of up to $100 million, extended the term of the
Receivables Facility to September 24, 2018 and added and amended certain defined terms. The interest rate spread and
commitment fee of the Receivables Facility remained at 0.95% and 0.45%, respectively.
Under the Receivables Facility, WESCO sells, on a continuous basis, an undivided interest in all domestic accounts
receivable to WESCO Receivables, a wholly owned special purpose entity (the “SPE”). The SPE sells, without recourse, a
senior undivided interest in the receivables to financial institutions for cash while maintaining a subordinated undivided interest
in the receivables, in the form of overcollateralization. WESCO has agreed to continue servicing the sold receivables for the
third-party conduits and financial institutions at market rates; accordingly, no servicing asset or liability has been recorded.
As of December 31, 2016 and 2015, accounts receivable eligible for securitization totaled approximately $657.5 million and
$684.7 million, respectively. The Consolidated Balance Sheets as of December 31, 2016 and 2015 include $380.0 million and
$525.0 million, respectively, of account receivable balances legally sold to third parties, as well as borrowings for equal
amounts. At December 31, 2016, the interest rate on borrowings under this facility was approximately 1.4%.
Revolving Credit Facility
On September 24, 2015, WESCO International, WESCO Distribution and certain other subsidiaries of the Company entered
into a $600 million revolving credit facility (the “Revolving Credit Facility”), which contains a letter of credit sub-facility of up
to $125 million, pursuant to the terms and conditions of a Second Amended and Restated Credit Agreement (the "Credit
Agreement"). The Revolving Credit Facility contains an accordion feature allowing WESCO Distribution to request increases
to the borrowing commitments, subject to customary conditions. This accordion feature increased from $100 million to $200
million in the aggregate. The Revolving Credit Facility replaced WESCO Distribution’s prior revolving credit facility entered
into on December 12, 2012.
The Revolving Credit Facility matures in September 2020 and consists of two separate sub-facilities: (i) a Canadian sub-
facility with a borrowing limit of up to $400 million, which is collateralized by substantially all assets of WESCO Canada and
the other Canadian Borrowers, other than, among other things, real property, in each case, subject to customary exceptions and
limitations, and (ii) a U.S sub-facility with a borrowing limit of up to $600 million less the amount of outstanding borrowings
under the Canadian sub-facility. The U.S. sub-facility is collateralized by substantially all assets of WESCO Distribution and its
domestic subsidiaries which are party to the Credit Agreement, other than, among other things, real property and accounts
receivable sold or intended to be sold pursuant to the Receivables Purchase Agreement. The applicable interest rate for
borrowings under the Revolving Credit Facility includes interest rate spreads based on available borrowing capacity that range
between 1.25% and 1.75% for LIBOR-based borrowings and 0.25% and 0.75% for prime rate-based borrowings. At
December 31, 2016, the interest rate on borrowings under this facility was approximately 2.0%.
The Credit Agreement requires ongoing compliance with certain customary affirmative and negative covenants. The Credit
Agreement also contains customary events of default.
During 2016, WESCO borrowed $1,025.8 million under the Revolving Credit Facility and made repayments in the
aggregate amount of $1,096.8 million. During 2015, aggregate borrowings and repayments were $1,276.0 million and $1,209.0
million, respectively. WESCO had $509.7 million available under the Revolving Credit facility at December 31, 2016, after
giving effect to $26.5 million of outstanding letters and international lines of credit, as compared to approximately $438.7
million available under the Revolving Credit facility at December 31, 2015, after giving effect to $40.3 million of outstanding
letters and international lines of credit.
International Lines of Credit
Certain foreign subsidiaries of WESCO have entered into uncommitted lines of credit, which serve as overdraft facilities, to
support local operations. The maximum borrowing limit varies by facility and ranges between $0.3 million and $21.0 million.
The applicable interest rate for borrowings under these lines of credit varies by country and is governed by the applicable loan
agreement. The international lines of credit are renewable on an annual basis and certain facilities are fully and unconditionally
guaranteed by WESCO Distribution. Accordingly, borrowings under these lines directly reduce availability under the Revolving
Credit Facility.
Term Loan Facility
On December 12, 2012, WESCO Distribution, as U.S. borrower, WDCC Enterprises Inc. ("WDCC" and together with
WESCO Distribution, the “Borrowers”), as Canadian borrower, and WESCO International entered into a Term Loan Agreement
49
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
(the “Term Loan Agreement”) among WESCO Distribution, WDCC, the Company, the lenders party thereto and Credit Suisse
AG Cayman Islands Branch, as administrative agent and as collateral agent.
The Term Loan Agreement provided a seven-year term loan facility (the “Term Loan Facility”), which consisted of two
separate sub-facilities: (i) a Canadian sub-facility in an aggregate principal amount of CAD150 million, issued at a 2.0%
discount, and (ii) a U.S. sub-facility in an aggregate principal amount of $700 million, issued at a 1.0% discount. The proceeds
of the Term Loan Facility were used to finance the acquisition of EECOL, and to pay fees and expenses incurred in connection
with the acquisition and certain other transactions. Subject to the terms of the Term Loan Agreement, the Borrowers may
request incremental term loans from time to time in an aggregate principal amount not to exceed at any time $300 million, with
an equivalent principal amount in U.S. dollars being calculated for any incremental term loan denominated in Canadian dollars.
On November 19, 2013, the Borrowers and WESCO International entered into an amendment (the “Term Loan
Amendment”) to the Term Loan Agreement. The Term Loan Amendment, among other things, reduced the applicable margin
on U.S. term loans by 0.50% and the LIBOR floor applicable to the U.S. sub-facility from 1.00% to 0.75%. The modified
pricing terms were effective December 13, 2013.
On November 26, 2013, WESCO Distribution sold $500 million aggregate principal amount of 5.375% Senior Notes due
2021 (the “2021 Notes”), and used the net proceeds plus excess cash to prepay $500 million under the Company's U.S. sub-
facility of the Term Loan Facility (see discussion below under “5.375% Senior Notes due 2021” for additional information).
The prepayment satisfied all remaining quarterly repayment obligations under the U.S. sub-facility. As of December 31, 2016,
the amount outstanding under the U.S. sub-facility was $144.8 million. The Canadian sub-facility was fully repaid in 2015
using cash provided by Canadian operations.
Borrowings under the Term Loan Facility bear interest at base rates plus applicable margins. At December 31, 2016, the
interest rate on borrowings under the U.S. sub-facility was 4.0%. To the extent not previously paid, the outstanding U.S. sub-
facility will become due and payable on December 12, 2019, with any unpaid incremental term loans becoming due and
payable on the respective maturity dates applicable to those incremental term loans. At any time or from time to time, the
Borrowers may prepay borrowings under the Term Loan Facility in whole or in part without premium or penalty. The
Borrowers' obligations under the Term Loan Facility are secured by substantially all of the assets of the Borrowers, the
Company and certain of the Company's other subsidiaries; provided that, with respect to borrowings under the U.S. sub-facility,
the collateral does not include assets of certain foreign subsidiaries or more than 65% of the issued and outstanding equity
interests in certain foreign subsidiaries.
The Term Loan Facility contains customary affirmative and negative covenants for credit facilities of this type. The Term
Loan Facility also provides for customary events of default.
5.375% Senior Notes due 2021
In November 2013, WESCO Distribution issued $500 million aggregate principal amount of 2021 Notes through a private
offering exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The 2021
Notes were issued at 100% of par and are governed by an indenture (the “2021 Indenture”) entered into on November 26, 2013
with WESCO International and U.S. Bank National Association, as trustee. The 2021 Notes are unsecured senior obligations of
WESCO Distribution and are guaranteed on a senior unsecured basis by WESCO International. The 2021 Notes bear interest at
a stated rate of 5.375%, payable semi-annually in arrears on June 15 and December 15 of each year. In addition, WESCO
incurred costs related to the issuance of the 2021 Notes totaling $8.4 million, which are recorded as a reduction to the carrying
value of the debt and are being amortized over the life of the notes. The 2021 Notes mature on December 15, 2021. The net
proceeds of the 2021 Notes were used to prepay a portion of the U.S. sub-facility of the term loans due 2019.
Under the terms of a registration rights agreement dated as of November 26, 2013 among WESCO Distribution, WESCO
International and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as the representative of the initial purchasers of the 2021
Notes, WESCO Distribution and WESCO International agreed to register under the Securities Act notes having terms identical
in all material respects to the 2021 Notes (the “2021 Exchange Notes”) and to make an offer to exchange the 2021 Exchange
Notes for the 2021 Notes. WESCO Distribution launched the exchange offer on June 12, 2014 and the exchange offer expired
on July 17, 2014.
At any time on or after December 15, 2016, WESCO Distribution may redeem all or a part of the 2021 Notes. Between
December 15, 2016 and December 14, 2017, WESCO Distribution may redeem all or a part of the 2021 Notes at a redemption
price equal to 104.031% of the principal amount. Between December 15, 2017 and December 14, 2018, WESCO Distribution
may redeem all or a part of the 2021 Notes at a redemption price equal to 102.688% of the principal amount. Between
December 15, 2018 and December 14, 2019, WESCO Distribution may redeem all or a part of the 2021 Notes at a redemption
price equal to 101.344% of the principal amount. On and after December 15, 2019, WESCO Distribution may redeem all or a
part of the 2021 Notes at a redemption price equal to 100% of the principal amount.
50
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
The 2021 Indenture contains customary covenants and customary events of default. In addition, upon a change of control,
the holders of 2021 Notes have the right to require WESCO Distribution to repurchase all or any part of the 2021 Notes at a
redemption price equal to 101% of the principal amount, plus accrued and unpaid interest.
5.375% Senior Notes due 2024
In June 2016, WESCO Distribution issued $350 million aggregate principal amount of 5.375% Senior Notes due 2024 (the
"2024 Notes") through a private offering exempt from the registration requirements of the Securities Act. The 2024 Notes were
issued at 100% of par and are governed by an indenture (the “2024 Indenture”) entered into on June 15, 2016 among WESCO
Distribution, as issuer, WESCO International, as parent guarantor, and U.S. Bank National Association, as trustee. The 2024
Notes are unsecured senior obligations of WESCO Distribution and are guaranteed on a senior unsecured basis by WESCO
International. The 2024 Notes bear interest at a rate of 5.375% per annum, payable semi-annually in arrears on June 15 and
December 15 of each year, commencing on December 15, 2016. WESCO incurred costs totaling $6.0 million to issue the 2024
Notes, which are recorded as a reduction to the carrying value of the debt and are being amortized over the life of the note. The
notes mature on June 15, 2024. The Company used the net proceeds to redeem its 2029 Debentures on September 15, 2016.
Under the terms of a registration rights agreement dated as of June 15, 2016 among WESCO Distribution, as the issuer,
WESCO International, as parent guarantor, and Goldman, Sachs & Co., as representative of the initial purchasers of the 2024
Notes, WESCO Distribution and WESCO International agreed to register under the Securities Act notes having terms identical
in all material respects to the 2024 Notes (the “2024 Exchange Notes”) and to make an offer to exchange the 2024 Exchange
Notes for the 2024 Notes. WESCO Distribution launched the exchange offer on December 28, 2016 and the exchange offer
expired on January 31, 2017.
At any time on or after June 15, 2019, WESCO Distribution may redeem all or a part of the 2024 Notes. Between June 15,
2019 and June 14, 2020, WESCO Distribution may redeem all or a part of the 2024 Notes at a redemption price equal to
104.031% of the principal amount. Between June 15, 2020 and June 14, 2021, WESCO Distribution may redeem all or a part of
the 2024 Notes at a redemption price equal to 102.688% of the principal amount. Between June 15, 2021 and June 14, 2022,
WESCO Distribution may redeem all or a part of the 2024 Notes at a redemption price equal to 101.344% of the principal
amount. On and after June 15, 2022, WESCO Distribution may redeem all or a part of the 2024 Notes at a redemption price
equal to 100% of the principal amount.
The 2024 Indenture contains customary covenants and events of default. Upon a change of control, the holders of the 2024
Notes have the right to require WESCO Distribution to repurchase all or any part of the 2024 Notes at a redemption price equal
to 101% of the principal amount thereof, plus accrued and unpaid interest.
6.0% Convertible Senior Debentures due 2029
On August 27, 2009, WESCO International completed an exchange offer pursuant to which it issued $345 million in
aggregate principal amount of the 2029 Debentures. The 2029 Debentures were issued pursuant to an Indenture dated August
27, 2009, with The Bank of New York Mellon, as trustee, and were unconditionally guaranteed on an unsecured senior
subordinate basis by WESCO Distribution.
WESCO separately accounted for the liability and equity components of its 2029 Debentures in a manner that reflected its
non-convertible debt borrowing rate. WESCO utilized an interest rate of 13.875% to reflect the non-convertible debt borrowing
rate of its offering upon issuance, which was determined based on discussions with its financial institutions and a review of
relevant market data, and resulted in a $181.2 million discount to the 2029 Debenture balance and a net increase in additional
capital of $106.5 million. As of December 31, 2015, the net equity included in additional capital related to the 2029 Debentures
totaled $106.3 million. In addition, the financing costs incurred to issue the 2029 Debentures were allocated between the
instrument's debt and equity components. WESCO amortized the debt discount and financing costs over the life of the
instrument. For the years ended December 31, 2016, 2015 and 2014, non-cash interest expense for the amortization of the debt
discount and debt issuance costs was $3.1 million, $4.2 million and $3.8 million, respectively.
On September 15, 2016, the Company redeemed the 2029 Debentures. Holders of the 2029 Debentures received cash
totaling $344.8 million, which was equal to the principal amount of the then-outstanding debentures, in addition to accrued and
unpaid interest. Holders who surrendered the 2029 Debentures for conversion received 18 shares of WESCO stock for each
$1,000 principal amount of 2029 Debentures converted. In total, 6,267,688 shares were issued on the redemption date. The
redemption resulted in a non-cash loss of $123.9 million, which included the write off of unamortized debt issuance costs.
51
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
The following table sets forth the components of WESCO’s outstanding convertible debenture indebtedness:
December 31, 2016
December 31, 2015
Principal
Balance
Discount
Net
Carrying
Amount
Principal
Balance
Discount
Net
Carrying
Amount
(In thousands)
2029 Convertible Debentures
$
—
— $
— $ 344,873
(163,316) $ 181,557
Covenant Compliance
WESCO was in compliance with all relevant covenants contained in its debt agreements as of December 31, 2016.
The following table sets forth the aggregate principal repayment requirements for all indebtedness for the next five years
and thereafter, as of December 31, 2016:
(In thousands)
2017
2018
2019
2020
2021
Thereafter
Total payments on debt
Debt discount
Total debt
$
$
22,138
380,926
145,377
4,110
500,000
350,000
1,402,551
(770)
1,401,781
WESCO’s credit agreements contain various restrictive covenants that, among other things, impose limitations on:
(i) dividend payments or certain other restricted payments or investments; (ii) the incurrence of additional indebtedness and
guarantees; (iii) creation of liens; (iv) mergers, consolidation or sales of substantially all of WESCO’s assets; (v) certain
transactions among affiliates; (vi) payments by certain subsidiaries to WESCO, and (vii) capital expenditures. In addition, the
Revolving Credit Facility and the Receivables Facility require WESCO to meet certain fixed charge coverage tests depending
on availability or liquidity, respectively.
8. CAPITAL STOCK
Preferred Stock
There are 20 million shares of preferred stock authorized at a par value of $.01 per share; there are no shares issued or
outstanding. The Board of Directors has the authority, without further action by the stockholders, to issue all authorized
preferred shares in one or more series and to fix the number of shares, designations, voting powers, preferences, optional and
other special rights and the restrictions or qualifications thereof. The rights, preferences, privileges and powers of each series of
preferred stock may differ with respect to dividend rates, liquidation values, voting rights, conversion rights, redemption
provisions and other matters.
Common Stock
There are 210 million shares of common stock and 20 million shares of Class B common stock authorized at a par value of
$.01 per share. The Class B common stock is identical to the common stock, except for voting and conversion rights. The
holders of Class B common stock have no voting rights. With certain exceptions, Class B common stock may be converted, at
the option of the holder, into the same number of shares of common stock.
The terms of the Revolving Credit Facility and the Term Loan Facility provide certain limits on declaring or paying
dividends. In addition, the indentures governing the 2021 Notes and 2024 Notes place limits on the Company's ability to pay
dividends and repurchase common stock. At December 31, 2016 and 2015, no dividends had been declared and, therefore, no
retained earnings were reserved for dividend payments.
52
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
9. INCOME TAXES
The following table sets forth the components of income before income taxes by jurisdiction:
United States
Foreign
Income before income taxes
Year Ended December 31,
2016
2015
2014
(In thousands)
288,881
$
15,029
80,881
50,670
131,551
$
303,910
$
$
$
$
326,934
57,219
384,153
The following table sets forth the components of the provision (benefit) for income taxes:
Year Ended December 31,
2016
2015
2014
(In thousands)
Current taxes:
Federal(1)
State
Foreign
Total current taxes
Deferred taxes:
Federal
State
Foreign
Total deferred taxes
Provision for income taxes
$
65,614
$
45,812
$
6,489
3,502
75,605
(42,835)
(2,938)
599
(45,174)
30,431
$
4,565
2,309
52,686
29,593
3,767
9,491
42,851
69,495
7,161
27,081
103,737
14,525
2,522
(12,068)
4,979
$
95,537
$
108,716
(1)
Tax (expense) benefits related to stock-based awards and other equity instruments recorded directly to additional paid
in capital totaled $(0.1) million, $1.6 million and $5.0 million in 2016, 2015 and 2014, respectively.
The following table sets forth the reconciliation between the federal statutory income tax rate and the effective tax rate:
Federal statutory rate
State taxes, net of federal tax benefit
Nondeductible expenses
Foreign tax rate differences
Tax effect of intercompany financing
Adjustment related to uncertain tax positions
Valuation allowance against deferred tax assets
Other
Effective tax rate
Year Ended December 31,
2016
2015
2014
35.0%
35.0%
35.0%
1.0
1.6
(0.4)
(19.9)
3.7
1.1
1.0
2.2
1.2
(1.1)
(8.8)
2.7
—
0.2
1.9
0.7
(1.4)
(7.8)
(0.2)
—
0.1
23.1%
31.4%
28.3%
53
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
As of December 31, 2016, WESCO’s foreign subsidiaries had unremitted earnings of approximately $759.9 million, of
which $668.0 million was attributable to the Company's Canadian operations. WESCO asserts that these earnings are
permanently reinvested to fund growth in the foreign markets and, therefore, has not provided a deferred tax liability on these
earnings. Additionally, WESCO’s current plans do not require that these earnings be repatriated to fund liquidity needs in the
U.S. It is not practicable for WESCO to determine the deferred tax liability associated with repatriation of these earnings as
such determination involves material uncertainties, however, if these earnings were repatriated and taxed at the U.S. statutory
rate of 35%, the unrecognized deferred tax liability would be approximately $266.0 million.
The following table sets forth deferred tax assets and liabilities:
As of December 31,
2016
2015
(In thousands)
Assets
Liabilities
Assets
Liabilities
$
3,484
$
— $
4,736
$
Accounts receivable
Inventory
Depreciation
Amortization of intangible assets
Convertible debt interest
Employee benefits
Stock-based compensation
Advance payments
Foreign tax credits
Tax loss carryforwards
Other
—
—
—
—
18,577
23,844
22,056
15,698
18,440
7,175
4,001
11,487
226,779
—
—
—
—
—
—
7,783
250,050
—
—
—
—
—
16,702
27,531
—
11,494
21,095
6,768
88,326
—
—
5,410
11,671
240,106
161,700
—
—
—
—
—
7,715
426,602
—
Deferred taxes before valuation allowance
Valuation allowance
Total deferred taxes
109,274
(1,430)
107,844
$
$
250,050
$
88,326
$
426,602
As of December 31, 2016 and 2015, WESCO had deferred tax assets of $10.0 million and $12.6 million, respectively,
related to Canadian net operating loss carryforwards. The Canadian net operating loss carryforwards expire beginning in 2029
through 2036. Additionally, WESCO had deferred tax assets of $6.2 million and $5.3 million as of December 31, 2016 and
2015, respectively, related to non-Canadian foreign net operating loss carryforwards. These net operating loss carryforwards
expire beginning in 2019, while some may be carried forward indefinitely. As of December 31, 2016 and 2015, WESCO had
deferred tax assets of $3.2 million related to state net operating loss carryforwards. These carryforwards expire beginning in
2022 through 2035. The Company has determined, based upon an evaluation of all available positive and negative evidence,
that it "more-likely-than-not" will utilize all of its net operating loss carryforwards before expiration other than those recently
incurred in a non-Canadian foreign location. Accordingly, the Company recorded a partial valuation allowance of $1.4 million
against the total deferred tax asset related to the non-Canadian foreign net operating loss carryforwards of $2.2 million at
December 31, 2016.
As of December 31, 2016 and 2015, WESCO had deferred tax assets of $15.7 million and $11.5 million, respectively,
related to U.S. foreign tax credit (“FTC”) carryforwards. These FTC carryforwards expire beginning in 2019 through 2025. The
Company has determined that prudent and feasible tax planning strategies exist and it intends to implement these tax planning
strategies to prevent these FTC carryforwards from expiring unused. Accordingly, a valuation allowance has not been recorded.
54
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
The Company is under examination by tax authorities in the United States and Canada and remains subject to examination
until the applicable statutes of limitation expire. The statutes of limitation for the material jurisdictions in which the Company
files income tax returns remain open as follows:
United States — Federal
United States — Material States
Canada
2004 and forward
2012 and forward
2004 and forward
The statutes of limitation with respect to the Company’s 2004 to 2007 U.S. federal income tax returns are open by waiver
only in connection with the Mutual Agreement Procedure (“MAP”) concluded in the fourth quarter of 2015 between the
Competent Authorities of the Internal Revenue Service (“IRS”) and Canada Revenue Agency (“CRA”) with respect to transfer
pricing matters and matters pending before the Appeals Division of Canada Revenue Agency. The statutes of limitation with
respect to the Company’s 2008 to 2011 U.S. federal income tax returns are open by waiver only in connection with the Advance
Pricing Agreement (“APA”) concluded in the fourth quarter of 2015 between the IRS and CRA. The APA resolves certain
transfer pricing matters for the 2008 to 2018 tax years. The statute of limitation with respect to the Company’s 2012 U.S.
federal income tax return is open by waiver only in connection with the IRS examination of the 2012 and 2013 years and the
APA.
The following table sets forth the reconciliation of gross unrecognized tax benefits:
As of December 31,
2016
2015
2014
Beginning balance January 1
$
Additions based on tax positions related to the current year
5,436
—
3,298
—
(21)
(1,921)
(728)
117
(In thousands)
20,033
$
$
25,548
46
402
—
(378)
(9,638)
(1,497)
(3,532)
5,436
$
69
191
308
(5,608)
(209)
(40)
(226)
20,033
$
6,181
$
Additions for tax positions of prior years
Additions for acquired tax positions
Reductions for tax positions of prior years
Settlements
Lapse in statute of limitations
Foreign currency exchange rate changes
Ending balance December 31
The total amount of unrecognized tax benefits were $6.2 million, $5.4 million, and $20.0 million as of December 31, 2016,
2015 and 2014, respectively. The amount of unrecognized tax benefits that would affect the effective tax rate if recognized in
the consolidated financial statements was $7.5 million, $6.2 million, and $20.4 million, respectively. The amount for 2014
primarily related to transfer pricing adjustments made by Canada Revenue Agency, which were subject to MAP and APA
proceedings under the U.S./Canada income tax treaty. These proceedings concluded in the fourth quarter of 2015.
It is reasonably possible that the amount of unrecognized tax benefits will decrease by approximately $0.9 million within the
next twelve months due to the settlement of uncertain tax positions related to Internal Revenue Service audits or the expiration
of statutes of limitation. Of this amount, approximately $0.3 million could impact the effective tax rate.
The Company classifies interest related to unrecognized tax benefits as interest income or expense. Interest expense on
unrecognized tax benefits was $1.2 million and $1.0 million for 2016 and 2014, respectively. In 2015, interest income of $8.7
million was recognized as a result of the conclusion of the MAP and APA proceedings for the 2004 to 2015 tax years. As of
December 31, 2016 and 2015, WESCO had an accrued liability of $2.2 million and $2.1 million, respectively, for interest
expense related to unrecognized tax benefits. The Company classifies penalties related to unrecognized tax benefits as part of
income tax expense. Penalties recorded in income tax expense were immaterial in 2016, 2015, and 2014.
55
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
10. EARNINGS PER SHARE
Basic earnings per share is computed by dividing net income attributable to WESCO International by the weighted-average
number of common shares outstanding during the periods. Diluted earnings per share is computed by dividing net income
attributable to WESCO International by the weighted-average common shares and common share equivalents outstanding
during the periods. The dilutive effect of common share equivalents is considered in the diluted earnings per share computation
using the treasury stock method, which includes consideration of equity awards and contingently convertible debt.
The following tables set forth the details of basic and diluted earnings per share:
Year Ended December 31,
2016
2015
2014
(In thousands, except per share data)
Net income attributable to WESCO International
$
101,588
$
210,687
$
275,906
Weighted-average common shares outstanding used in computing basic
earnings per share
Common shares issuable upon exercise of dilutive equity awards
Common shares issuable from contingently convertible debentures (see
below for basis of calculation)
Weighted-average common shares outstanding and common share
equivalents used in computing diluted earnings per share
Earnings per share attributable to WESCO International
Basic
Diluted
44,116
543
3,674
43,433
626
6,314
44,440
997
7,821
48,333
50,373
53,258
$
$
2.30
2.10
$
$
4.85
4.18
$
$
6.21
5.18
The computation of diluted earnings per share attributable to WESCO International excluded equity awards of
approximately 1.2 million for the years ended December 31, 2016 and 2015, and 0.3 million for the year ended December 31,
2014. These shares were excluded because their effect would have been antidilutive.
Because of WESCO’s previous obligation to settle the par value of the 2029 Debentures in cash upon conversion, WESCO
was required to include shares underlying the 2029 Debentures in its diluted weighted-average shares outstanding when the
average stock price per share for the period exceeded the conversion price of the debentures. Only the number of shares that
would have been issuable under the treasury stock method of accounting for share dilution were included, which was based
upon the amount by which the average stock price exceeded the conversion price. The conversion price of the 2029 Debentures
was $28.87 and the maximum amount of share dilution was limited to 11,951,932 shares. For the years ended December 31,
2016, 2015, and 2014, the effect of the 2029 Debentures on diluted earnings per share attributable to WESCO International was
a decrease of $0.17, $0.60, and $0.89, respectively.
In December 2014, the Company's Board of Directors authorized the repurchase of up to $300 million of the Company's
common stock through December 31, 2017. During the year ended December 31, 2015, the Company entered into accelerated
stock repurchase agreements (the "ASR Transactions") with certain financial institutions to purchase shares of its common
stock. In exchange for up-front cash payments totaling $150.0 million, the Company received 2,468,576 shares. The total
number of shares ultimately delivered under the ASR Transactions was determined by the average of the volume-weighted-
average prices of the Company's common stock for each exchange business day during the respective settlement valuation
periods. WESCO funded the repurchases with borrowings under its prior revolving credit facility. For purposes of computing
earnings per share in 2015, share repurchases have been reflected as a reduction to common shares outstanding on the
respective share delivery dates.
56
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
11. EMPLOYEE BENEFIT PLANS
Defined Contribution Plans
A majority of WESCO’s employees are covered by defined contribution retirement savings plans for their service rendered
subsequent to WESCO’s formation. WESCO also offers a deferred compensation plan for select individuals. For U.S.
participants, WESCO matches contributions made by employees at an amount equal to 50% of the participants' total monthly
contributions up to a maximum of 6% of eligible compensation. For Canadian participants, WESCO will make contributions in
an amount ranging from 3% to 5% of participants' eligible compensation based on years of continuous service. In addition, for
U.S. participants, employer contributions may be made at the discretion of the Board of Directors. A discretionary employer
contribution charge of $9.7 million was incurred in 2014. For the years ended December 31, 2016, 2015 and 2014, WESCO
incurred charges of $18.5 million, $18.1 million, and $28.3 million, respectively, for all such plans. Contributions are made in
cash to employee retirement savings plan accounts. The deferred compensation plan is an unfunded plan. As of December 31,
2016 and 2015, the Company's obligation under the deferred compensation plan was $21.7 million and $23.5 million,
respectively. Employees have the option to transfer balances allocated to their accounts in the defined contribution retirement
savings plan and the deferred compensation plan into any of the available investment options.
Defined Benefit Plans
In connection with the December 14, 2012 acquisition of EECOL, the Company assumed a contributory defined benefit
plan (the "Plan") covering substantially all Canadian employees of EECOL. The Plan provides retirement benefits based on
earnings and credited service, and participants contribute 2% of their earnings to the Plan. Participants become 100% vested
after two years of continuous service.
The Company also assumed EECOL's Supplemental Executive Retirement Plan (the "SERP"), which provides additional
pension benefits to certain executives based on earnings, credited service and executive service. Participants in the SERP
become 100% vested after two years of continuous service and contribute 4% of their earnings to the SERP.
57
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
The following tables present the changes in benefit obligations, plan assets and funded status for the pension plans and the
components of net periodic pension cost.
(In thousands)
Accumulated Benefit Obligation (ABO) at December 31
Change in Projected Benefit Obligation (PBO)
PBO at beginning of year
Service cost
Interest cost
Participant contributions
Actuarial loss (gain), including assumption changes
Benefits paid
Foreign currency exchange rate changes
PBO at end of year
Change in Plan Assets
Fair value of plan assets at beginning of year
Actual return on plan assets
Participant contributions
Employer contributions
Benefits paid
Foreign currency exchange rate changes
Fair value of plan assets at end of year
Funded Status
Amounts Recognized in the Consolidated Balance Sheets
Current liabilities
Noncurrent liabilities
Net amount recognized
Amounts Recognized in Accumulated Other Comprehensive Income (Loss)
Net actuarial gain
Total net amount recognized, before tax effect
Year Ended December 31,
2016
2015
75,666
$
67,614
87,186
$
106,325
3,845
3,856
709
2,172
(4,404)
2,796
96,160
$
79,185
$
4,115
709
1,956
(4,404)
3,192
84,753
$
4,537
4,012
735
(6,687)
(3,986)
(17,750)
87,186
90,342
4,781
735
2,366
(3,986)
(15,053)
79,185
(11,407) $
(8,001)
(364) $
(11,043)
(11,407) $
(355)
(7,646)
(8,001)
(5,333) $
(5,333) $
(9,021)
(9,021)
$
$
$
$
$
$
$
$
$
$
58
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
(In thousands)
Components of Net Periodic Pension Cost
Service cost
Interest cost
Expected return on plan assets
Recognized actuarial gain
Net periodic pension cost
Other Changes in Plan Assets and PBO Recognized in Accumulated
Other Comprehensive Income (Loss)
Net actuarial loss (gain)
Amortization of unrecognized net actuarial gain
Total amount recognized, before tax effect
Tax effect
Total amount recognized, after tax effect
Total recognized in net periodic pension cost and accumulated other
comprehensive income (loss)
$
$
Year Ended December 31,
2015
2014
2016
$
3,845
$
4,537
$
3,610
3,856
(5,328)
(31)
2,342
$
4,012
(5,260)
(15)
3,274
$
4,600
(5,408)
(55)
2,747
$
$
2,756
$
31
2,787
(302)
2,485
$
(6,208) $
15
(6,193)
1,661
(4,532) $
7,448
55
7,503
(2,447)
5,056
4,827
$
(1,258) $
7,803
The following weighted-average actuarial assumptions were used to determine benefit obligations at December 31:
2016
2015
Pension Plan
SERP
Pension Plan
SERP
Discount rate
Rate of compensation increase
3.9%
3.8%
3.9%
3.8%
4.2%
4.0%
4.2%
4.0%
The following weighted-average actuarial assumptions were used to determine net periodic pension costs at January 1:
Year Ended December 31,
2016
2015
2014
Discount rate
Expected long-term return on assets
Rate of compensation increase
Pension Plan
4.2%
6.4%
4.0%
SERP
4.2%
n/a
4.0%
Pension Plan
4.1%
6.4%
4.0%
SERP
4.1%
n/a
4.0%
Pension Plan
4.9%
6.4%
4.0%
SERP
4.9%
n/a
4.0%
The following benefit payments, which reflect expected future service, are expected to be paid:
Years ending December 31
2017
2018
2019
2020
2021
2022 to 2026
$
(In thousands)
2,851
2,876
2,911
2,987
3,142
18,617
The Company expects to contribute approximately $0.4 million to the plans in 2017.
59
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
The Company's pension plan weighted asset allocations by asset category are as follows:
Asset Category
Pooled Funds:
Canadian equities
U.S. equities
Non-North American equities
Fixed income investments
Other
Total
December 31
2016
2015
11.7%
4.6%
21.6%
43.4%
18.7%
23.0%
14.0%
18.6%
37.5%
6.9%
100.0%
100.0%
The Plan's long-term overall objective is to maintain benefits at their current level without affecting the cost of maintaining
the Plan, assuming that the demographic make-up of the group of members remains the same.
The primary investment objective, in support of the overall objective, is to earn the highest rate of return possible for the
Plan, while keeping risk at acceptable levels. The long-term return objective of the Plan is to achieve a minimum annualized
rate of return in excess of the actuarial requirements. This translates into a required return of 3.0% above inflation, net of
investment management fees. The return objective is consistent with the overall investment risk level that the Plan assumes in
order to meet the pension obligations of the Plan. To achieve this long term investment objective, the Plan has adopted an asset
mix that has a combination of equity and fixed income investments. Risk is controlled by investing in a well-diversified
portfolio of asset classes. A benchmark portfolio is established based on the expected returns for each asset class available. The
investment of the Plan's assets in accordance with the benchmark portfolio should enable the Plan to not only attain, but also
exceed the minimum overall objective.
The following table presents the target asset mix based on market value for each investment category within which the
investment managers must invest the Plan's assets. The asset mix is reviewed and rebalanced to target on an annual basis.
Asset Category
Canadian equities
Non-Canadian equities
Total equities
Fixed income investments
Other investments
Target %
12.5%
27.5%
40%
45%
15%
The Plan's assets are measured at fair value, which is defined as the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at the measurement date. As described in Note 2,
"Accounting Policies," financial assets and liabilities are classified in the fair value hierarchy based on the lowest level of any
input that is significant to the measurement of fair value. Investments for which fair value is measured using the NAV per share
practical expedient are not classified in the fair value hierarchy. The following describes the valuation methodologies used to
measure the fair value of the Plan's assets.
Pooled Equity Investments. These investments consist of the Plan's share of segregated funds that invest primarily in
equity securities. The funds are valued at the net asset value of shares held at December 31.
Pooled Fixed Income Investments. These investments consist of a segregated fund that primarily invests in Canadian
issued bonds and debentures and is valued at the net asset value of shares held in the underlying funds.
Other Investments. These investments consist of money market and diversified growth funds. The diversified growth fund
invests in a broad range of asset classes, including equities, bonds, infrastructure, property, commodities and absolute return
strategies. These investments are valued at the net asset value of shares held in the underlying funds.
60
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
The fair value methods described above may not be indicative of net realizable value or reflective of future fair values.
Additionally, while the Company believes the valuation methods are appropriate and consistent with other market participants,
the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a
different fair value measurement at the reporting date.
The following tables set forth the fair value of plan assets by asset category:
(In thousands)
Pooled Funds:
Canadian equities
U.S. equities
Non-North American equities
Fixed income investments
Other
Total investments
(In thousands)
Pooled Funds:
Canadian equities
U.S. equities
Non-North American equities
Fixed income investments
Other
Total investments
Level 1
Level 2
December 31, 2016
Level 3
NAV (1)
Total
— $
— $
— $
9,916
$
—
—
—
235
235
—
—
—
—
—
—
—
—
3,881
18,296
36,677
15,748
$
— $
— $
84,518
$
9,916
3,881
18,296
36,677
15,983
84,753
Level 1
Level 2
December 31, 2015
Level 3
NAV (1)
Total
— $
— $
— $
18,189
$
—
—
—
241
241
—
—
—
—
—
—
—
—
11,055
14,649
29,601
5,450
$
— $
— $
78,944
$
18,189
11,055
14,649
29,601
5,691
79,185
$
$
$
$
(1) As described above, investments measured at fair value using the NAV per share practical expedient have not been classified in the fair
value hierarchy. The amounts presented in the tables are intended to reconcile the fair value hierarchy to the total fair value of plan assets.
12. STOCK-BASED COMPENSATION
WESCO sponsors four stock-based compensation plans. The 1999 Long-Term Incentive Plan, as amended and restated
(“LTIP”), was designed to be the successor plan to all prior plans. Any shares remaining reserved for future issuance under the
prior plans are available for issuance under the LTIP. The LTIP and predecessor plans are administered by the Compensation
Committee of the Board of Directors.
On May 30, 2013, the Company renewed and restated the LTIP, increasing the maximum number of shares of common
stock that may be issued under the plan by 1.6 million shares to 4.0 million. Under the LTIP, the total number of shares of
common stock authorized to be issued under the LTIP will be reduced by 1 share of common stock for every 1 share that is
subject to an option or stock appreciation right granted, and 1.83 shares of common stock for every 1 share that is subject to an
award other than an option or stock appreciation right granted on or after May 30, 2013. As of December 31, 2016, 2.4 million
shares of common stock were reserved under the LTIP for future equity award grants.
Except for the performance-based award, awards granted vest and become exercisable once criteria based on time is
achieved. Performance-based awards vest based on market or performance conditions. All awards vest immediately in the event
of a change in control. Each award terminates on the tenth anniversary of its grant date unless terminated sooner under certain
conditions.
WESCO recognized $12.5 million, $12.9 million and $14.8 million of non-cash stock-based compensation expense, which
is included in selling, general and administrative expenses, for the years ended December 31, 2016, 2015 and 2014,
respectively. As of December 31, 2016, there was $16.8 million of total unrecognized compensation expense related to non-
vested stock-based compensation arrangements for all awards previously made of which approximately $9.9 million is expected
to be recognized in 2017, $5.9 million in 2018 and $1.0 million in 2019.
61
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
The total intrinsic value of awards exercised during the years ended December 31, 2016, 2015, and 2014 was $13.0 million,
$15.8 million, and $25.2 million, respectively. The total amount of cash received from the exercise of options was $0.8 million
during the year ended December 31, 2014. The gross deferred tax benefit associated with the exercise of stock-based awards
totaled $4.9 million, $5.7 million, and $9.4 million in 2016, 2015, and 2014, respectively.
The following table sets forth a summary of stock-settled stock appreciation rights and related information for the years
indicated:
2016
2015
2014
Weighted-
Average
Exercise
Price
Weighted-
Average
Remaining
Contractual
Life
Aggregate
Intrinsic
Value
(In
thousands)
Beginning of year
Granted
Exercised
Canceled
Awards
2,567,021
709,999
(526,818)
(310,715)
End of year
2,439,487
Exercisable at end
$
54.47
42.63
41.54
63.71
52.62
Weighted-
Average
Exercise
Price
50.91
69.54
35.80
73.59
54.47
$
Awards
2,480,745
394,182
(232,542)
(75,364)
2,567,021
Weighted-
Average
Exercise
Price
45.93
85.35
41.58
70.30
50.91
$
Awards
2,715,651
274,508
(485,469)
(23,945)
2,480,745
of year
1,549,350
$
53.35
24,903
2,034,263
$
49.36
1,980,767
$
44.06
40,135
5.6
3.8
$
$
WESCO granted the following stock-settled stock appreciation rights at the following weighted-average assumptions:
Stock-settled stock appreciation rights granted
Risk free interest rate
Expected life (in years)
Expected volatility
2016
709,999
1.2%
5
32%
2015
394,182
1.6%
5
32%
2014
274,508
1.5%
5
39%
The weighted-average fair value per stock-settled stock appreciation right granted was $12.88, $21.68 and $30.64 for the
years ended December 31, 2016, 2015 and 2014, respectively.
The following table sets forth a summary of time-based restricted stock units and related information for the year ended
December 31, 2016:
Unvested at December 31, 2015
Granted
Vested
Forfeited
Unvested at December 31, 2016
Weighted-
Average
Fair
Value
74.52
44.45
72.41
59.15
57.47
Awards
175,411
$
162,256
(60,015)
(20,556)
257,096
$
The weighted-average fair value per restricted stock unit granted was $44.45, $69.05 and $85.32 for the years ended
December 31, 2016, 2015 and 2014, respectively.
62
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
The following table sets forth a summary of performance-based awards for the year ended December 31, 2016:
Unvested at December 31, 2015
Granted
Vested
Forfeited
Unvested at December 31, 2016
Weighted-
Average
Fair
Value
76.48
47.00
—
71.25
60.36
Awards
114,520
$
91,768
—
(56,968)
149,320
$
The fair value of the performance shares based on total stockholder return granted during the year ended December 31, 2016
were estimated using the following weighted-average assumptions:
Weighted-Average Assumptions
Grant date share price
WESCO expected volatility
Peer group median volatility
Risk-free interest rate
Correlation
$
42.44
26.3%
24.2%
0.89%
121.5%
The unvested performance-based awards in the table above include 74,660 shares in which vesting of the ultimate number
of shares is dependent upon WESCO's total stockholder return in relation to the total stockholder return of a select group of
peer companies over a three-year period. The fair value of these awards is determined using a Monte Carlo simulation model.
These awards are accounted for as awards with market conditions; compensation cost is recognized over the service period,
regardless of whether the market conditions are achieved and the awards ultimately vest.
Vesting of the remaining 74,660 shares of performance-based awards in the table above is dependent upon the three-year
average growth rate of WESCO's net income. The fair value of these awards is based upon the grant-date closing price of
WESCO's common stock. These awards are accounted for as awards with performance conditions; compensation cost is
recognized over the performance period based upon WESCO's determination of whether it is probable that the performance
targets will be achieved.
13. COMMITMENTS AND CONTINGENCIES
Future minimum rental payments required under operating leases, primarily for real property that have noncancelable lease
terms in excess of one year as of December 31, 2016, are as follows:
Years ending December 31
2017
2018
2019
2020
2021
Thereafter
(In thousands)
68,287
$
58,039
45,214
33,886
23,397
49,665
Rental expense for the years ended December 31, 2016, 2015 and 2014 was $76.7 million, $70.7 million and $63.2 million,
respectively.
63
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
From time to time, a number of lawsuits and claims have been or may be asserted against WESCO relating to the conduct of
its business, including routine litigation relating to commercial and employment matters. The outcomes of litigation cannot be
predicted with certainty, and some lawsuits may be determined adversely to WESCO. However, management does not believe
that the ultimate outcome of any such pending matters is likely to have a material adverse effect on WESCO’s financial
condition or liquidity, although the resolution in any fiscal period of one or more of these matters may have a material adverse
effect on WESCO’s results of operations for that period.
WESCO is subject to the laws and regulations of states and other jurisdictions concerning the identification, reporting and
escheatment (the transfer of property to the state) of unclaimed or abandoned funds, and is subject to audit and examination for
compliance with these requirements. WESCO Distribution is currently undergoing a compliance audit in the State of Delaware
concerning the identification, reporting and escheatment of unclaimed or abandoned property. A third party auditor is
conducting the audit on behalf of the State, and the Company has been working with an outside consultant during the audit
process and in discussions with the auditors. The Company is defending the audit, the outcome of which cannot be predicted
with certainty at this time. After the third party auditor completes its field work, it is expected to issue preliminary findings for
review by the Company and the State, and thereafter the auditor is expected to issue a final report of examination. If the
Company and State do not reach resolution after further discussion, the State may issue a demand for payment, which the
Company may either agree to pay or appeal, in full or in part. The Company has recorded a liability for unclaimed property
based on the facts currently known to the Company.
In October 2014, WESCO was notified that the New York County District Attorney’s Office is conducting a criminal
investigation involving minority and disadvantaged business contracting practices in the construction industry in New York
City and that various contractors, minority and disadvantaged business firms, and their material suppliers, including the
Company, are a part of this investigation. The Company intends to cooperate with the government investigation. The Company
cannot predict the outcome or impact of the matter at this time, but could be subject to fines, penalties or other adverse
consequences. Based on the facts currently known to the Company, it cannot reasonably estimate a range of exposure to
potential liability at this time.
14. SEGMENTS AND RELATED INFORMATION
WESCO provides distribution of product and services through its four operating segments, which have been aggregated as
one reportable segment. WESCO has approximately 230,000 unique product stock keeping units and markets more than
1,000,000 products for customers. There were no material amounts of sales or transfers among geographic areas and no
material amounts of export sales.
WESCO attributes revenues from external customers to individual countries on the basis of the point of sale. The following
table sets forth information about WESCO by geographic area:
(In thousands)
United States
Canada
Mexico
Net Sales
Year Ended December 31,
Long-Lived Assets
December 31,
2016
2015
2014
2016
2015
2014
$ 5,635,803
77% $ 5,665,962
75% $ 5,618,240
71% $
123,465
$
157,570
$
127,670
1,394,657
62,430
19%
1%
1,533,705
70,048
21%
1%
1,899,173
95,585
24%
1%
Subtotal North American
Operations
7,092,890
7,269,715
7,612,998
Other International
243,127
3%
248,772
3%
276,628
4%
60,372
227
184,064
4,583
63,088
332
80,080
442
220,990
208,192
5,369
8,213
Total
$ 7,336,017
$ 7,518,487
$ 7,889,626
$
188,647
$
226,359
$
216,405
64
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
The following table sets forth sales information about WESCO’s sales by product category:
Year Ended December 31,
(percentages based on total sales)
General Supplies
Wire, Cable and Conduit
Communications and Security
Electrical Distribution and Controls
Lighting and Sustainability
Automation, Controls and Motors
2016
40%
14%
15%
11%
12%
8%
2015
40%
15%
15%
11%
10%
9%
2014
40%
16%
14%
11%
10%
9%
15. CONDENSED CONSOLIDATING FINANCIAL INFORMATION
WESCO Distribution has outstanding $500 million in aggregate principal amount of 2021 Notes and $350 million in
aggregate principal amount of 2024 Notes. The 2021 Notes and 2024 Notes are unsecured senior obligations of WESCO
Distribution and are fully and unconditionally guaranteed on a senior unsecured basis by WESCO International.
Condensed consolidating financial information for WESCO International, WESCO Distribution and the non-guarantor
subsidiaries is presented in the following tables.
Condensed Consolidating Balance Sheet
December 31, 2016
(In thousands)
Cash and cash equivalents
Trade accounts receivable, net
Inventories
Prepaid expenses and other current assets
Total current assets
Intercompany receivables, net
Property, buildings and equipment, net
Intangible assets, net
Goodwill
Investments in affiliates
Other assets
Total assets
Accounts payable
Short-term debt
Other current liabilities
Total current liabilities
Intercompany payables, net
Long-term debt
Other noncurrent liabilities
Total WESCO International stockholders’ equity
Noncontrolling interests
Total liabilities and stockholders’ equity
Non-Guarantor
Subsidiaries
68,579
$
— 1,034,402
456,879
225,412
1,785,272
— 2,056,783
105,783
389,945
1,476,066
WESCO
International,
Inc.
$
— $
—
—
13,647
13,647
—
—
—
—
3,584,857
—
$ 3,598,504
WESCO
Distribution,
Inc.
41,552
364,562
24,214
430,328
51,824
3,417
244,648
4,018,661
23,846
$ 4,772,724
Consolidating
and
Eliminating
Entries
$
Consolidated
— $
110,131
— 1,034,402
821,441
—
(56,790)
206,483
(56,790)
2,172,457
(2,056,783)
—
157,607
—
—
393,362
— 1,720,714
—
46,844
$ (9,717,091) $ 4,490,984
— (7,603,518)
—
22,998
$ 5,836,847
$
302,926
20,920
194,488
518,334
379,686
161,827
4,780,269
(3,269)
$ 5,836,847
$
— $
—
(56,790)
(56,790)
— (2,056,783)
684,721
20,920
191,156
896,797
—
— 1,363,135
221,040
—
2,013,281
(7,603,518)
(3,269)
—
$ (9,717,091) $ 4,490,984
$
— $
—
—
—
1,572,486
—
12,737
2,013,281
—
$ 3,598,504
381,795
—
53,458
435,253
484,297
983,449
46,476
2,823,249
—
$ 4,772,724
65
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
Condensed Consolidating Balance Sheet
December 31, 2015
(In thousands)
Cash and cash equivalents
Trade accounts receivable, net
Inventories
Prepaid expenses and other current assets
Total current assets
Intercompany receivables, net
Property, buildings and equipment, net
Intangible assets, net
Goodwill
Investments in affiliates
Other assets
Total assets
Accounts payable
Short-term debt
Other current liabilities
Total current liabilities
Intercompany payables, net
Long-term debt
Other noncurrent liabilities
Total WESCO International stockholders’ equity
Noncontrolling interests
Total liabilities and stockholders’ equity
Non-Guarantor
Subsidiaries
121,316
$
— 1,075,257
433,426
173,596
1,803,595
— 1,964,848
109,818
399,577
1,426,411
WESCO
International,
Inc.
$
— $
—
—
15
15
—
—
—
—
3,309,006
—
$ 3,309,021
WESCO
Distribution,
Inc.
38,963
376,641
47,290
462,894
56,921
4,072
255,251
3,827,069
32,601
$ 4,638,808
Consolidating
and
Eliminating
Entries
$
Consolidated
— $
160,279
— 1,075,257
810,067
—
(8,970)
211,931
(8,970)
2,257,534
(1,964,848)
—
166,739
—
—
403,649
— 1,681,662
—
60,142
$ (9,109,893) $ 4,569,726
— (7,136,075)
—
27,541
$ 5,731,790
$
300,995
43,314
127,555
471,864
523,819
173,375
4,565,533
(2,801)
$ 5,731,790
$
— $
—
(8,970)
(8,970)
— (1,964,848)
715,519
43,314
188,968
947,801
—
— 1,439,062
408,992
—
(7,136,075)
1,776,672
(2,801)
—
$ (9,109,893) $ 4,569,726
$
— $
—
15,254
15,254
1,320,240
177,753
19,102
1,776,672
—
$ 3,309,021
414,524
—
55,129
469,653
644,608
737,490
216,515
2,570,542
—
$ 4,638,808
66
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
Condensed Consolidating Statement of Income and
Comprehensive Income
Year ended December 31, 2016
(In thousands)
Net sales
WESCO
International,
Inc.
WESCO
Distribution,
Inc.
Non-Guarantor
Subsidiaries
$
— $ 3,306,265
$ 4,134,508
Cost of goods sold (excluding depreciation and
— 2,651,409
3,341,161
Consolidating
and
Eliminating
Entries
Consolidated
$ (104,756) $ 7,336,017
5,887,814
(104,756)
amortization)
Selling, general and administrative expenses
Depreciation and amortization
Results of affiliates’ operations
Interest expense (income), net
Loss on debt redemption
Provision for income taxes
Net income
Less: Net loss attributable to noncontrolling interests
61
—
240,571
17,555
123,933
(2,098)
101,120
—
477,437
20,226
155,814
87,824
—
8,263
216,920
—
Net income attributable to WESCO International
$
101,120
$
216,920
$
571,788
46,632
—
(28,804)
—
24,266
179,465
(468)
179,933
— 1,049,286
—
(396,385)
—
—
—
(396,385)
—
$ (396,385) $
66,858
—
76,575
123,933
30,431
101,120
(468)
101,588
Other comprehensive income (loss):
Foreign currency translation adjustment
Post retirement benefit plan adjustment
Comprehensive income attributable to WESCO
International
38,275
(2,485)
38,275
(2,485)
38,275
(2,485)
(76,550)
4,970
38,275
(2,485)
$
136,910
$
252,710
$
215,723
$ (467,965) $
137,378
Condensed Consolidating Statement of Income and
Comprehensive Income (Loss)
Year ended December 31, 2015
(In thousands)
Net sales
WESCO
International,
Inc.
WESCO
Distribution,
Inc.
Non-Guarantor
Subsidiaries
$
— $ 3,456,883
$ 4,177,383
Cost of goods sold (excluding depreciation and
— 2,784,413
3,356,192
Consolidating
and
Eliminating
Entries
Consolidated
$ (115,779) $ 7,518,487
6,024,826
(115,779)
amortization)
Selling, general and administrative expenses
Depreciation and amortization
Results of affiliates’ operations
Interest expense (income), net
Provision for income taxes
Net income
Less: Net loss attributable to noncontrolling interests
26
—
225,370
24,910
(7,939)
208,373
—
611,549
19,703
219,619
63,261
(6,929)
204,505
—
Net income attributable to WESCO International
$
208,373
$
204,505
$
443,376
45,265
—
(18,339)
110,405
240,484
(2,314)
242,798
— 1,054,951
—
(444,989)
—
—
(444,989)
—
64,968
—
69,832
95,537
208,373
(2,314)
$ (444,989) $
210,687
Other comprehensive income (loss):
Foreign currency translation adjustment
Post retirement benefit plan adjustment
Comprehensive (loss) income attributable to
WESCO International
(225,795)
4,532
(225,795)
4,532
(225,795)
4,532
451,590
(9,064)
(225,795)
4,532
$
(12,890) $
(16,758) $
21,535
$
(2,463) $
(10,576)
67
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
Condensed Consolidating Statement of Income and
Comprehensive Income
Year ended December 31, 2014
(In thousands)
Net sales
Cost of goods sold (excluding depreciation and
amortization)
Selling, general and administrative expenses
Depreciation and amortization
Results of affiliates’ operations
Interest expense (income), net
Provision for income taxes
Net income
Less: Net loss attributable to noncontrolling interests
Net income attributable to WESCO International
Other comprehensive income (loss):
Foreign currency translation adjustment
Post retirement benefit plan adjustment
Comprehensive income attributable to WESCO
International
$
$
$
WESCO
International,
Inc.
WESCO
Distribution,
Inc.
— $ 3,557,839
— 2,848,413
Non-Guarantor
Subsidiaries
$ 4,446,139
3,544,523
Consolidating
and
Eliminating
Entries
Consolidated
$ (114,352) $ 7,889,626
6,278,584
(114,352)
9
—
292,845
24,472
(7,072)
275,436
—
275,436
$
$
557,596
19,084
231,174
74,653
16,446
272,821
—
272,821
$
$
519,203
48,933
—
(17,061)
99,342
251,199
(469)
251,668
— 1,076,808
—
(524,019)
—
—
$ (524,019) $
—
68,017
—
82,064
108,716
275,437
(469)
$ (524,019) $
275,906
(120,293)
(5,056)
(120,293)
(5,056)
(120,293)
(5,056)
240,586
10,112
(120,293)
(5,056)
$
150,087
$
147,472
$
126,319
$ (273,321) $
150,557
68
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
Condensed Consolidating Statement of Cash Flows
Year ended December 31, 2016
(In thousands)
WESCO
International,
Inc.
WESCO
Distribution,
Inc.
Non-Guarantor
Subsidiaries
Consolidating
and
Eliminating
Entries
Consolidated
Net cash provided by (used in) operating activities
$
95,388
$ (243,476) $
448,323
$
— $
300,235
Investing activities:
Capital expenditures
Acquisition payments, net of cash acquired
Proceeds from sale of assets
Dividends received from subsidiaries
Advances to subsidiaries and other
Net cash used in investing activities
Financing activities:
Proceeds from issuance of debt
Repayments of debt
Equity activities
Dividends paid by subsidiaries
Other
Net cash (used in) provided by financing activities
Effect of exchange rate changes on cash and cash
equivalents
Net change in cash and cash equivalents
Cash and cash equivalents at the beginning of period
—
—
—
—
—
—
(12,482)
(50,890)
—
82,912
(297,259)
(277,719)
252,246
(344,804)
(2,830)
—
—
(95,388)
1,566,864
(1,030,520)
—
—
(12,560)
523,784
—
—
—
—
2,589
38,963
(5,475)
—
8,361
—
(337,344)
(334,458)
672,345
(752,401)
—
(82,912)
—
(162,968)
(3,634)
(52,737)
121,316
—
—
—
(82,912)
624,603
541,691
(17,957)
(50,890)
8,361
—
(10,000)
(70,486)
(297,259)
(327,344)
—
82,912
—
(541,691)
2,194,196
(2,455,069)
(2,830)
—
(12,560)
(276,263)
—
—
—
(3,634)
(50,148)
160,279
Cash and cash equivalents at the end of period
$
— $
41,552
$
68,579
$
— $
110,131
69
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
Condensed Consolidating Statement of Cash Flows
Year ended December 31, 2015
(In thousands)
WESCO
International,
Inc.
WESCO
Distribution,
Inc.
Non-Guarantor
Subsidiaries
Consolidating
and
Eliminating
Entries
Consolidated
Net cash provided by operating activities
$
3,531
$
214,037
$
65,481
$
— $
283,049
Investing activities:
Capital expenditures
Acquisition payments, net of cash acquired
Proceeds from sale of assets
Dividends received from subsidiaries
Advances to subsidiaries and other
Net cash (used in) provided by investing activities
—
—
—
—
—
—
(15,266)
(151,595)
—
114,101
(197,345)
(250,105)
Financing activities:
Proceeds from issuance of debt
Repayments of debt
Equity activities
Dividends paid by subsidiaries
Other
Net cash provided by (used in) financing activities
Effect of exchange rate changes on cash and cash
equivalents
Net change in cash and cash equivalents
Cash and cash equivalents at the beginning of period
150,705
1,224,596
— (1,175,056)
—
(154,236)
—
—
(3,531)
—
—
—
—
(7,017)
42,523
—
6,455
32,508
(6,392)
—
3,023
—
17,461
14,092
452,655
(379,578)
—
(114,101)
—
(41,024)
(13,044)
25,505
95,811
—
—
—
(114,101)
179,884
65,783
(197,345)
17,461
—
114,101
—
(65,783)
(21,658)
(151,595)
3,023
—
—
(170,230)
1,630,611
(1,537,173)
(154,236)
—
(7,017)
(67,815)
—
—
—
(13,044)
31,960
128,319
Cash and cash equivalents at the end of period
$
— $
38,963
$
121,316
$
— $
160,279
70
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
Condensed Consolidating Statement of Cash Flows
Year ended December 31, 2014
(In thousands)
WESCO
International,
Inc.
WESCO
Distribution,
Inc.
Non-Guarantor
Subsidiaries
Consolidating
and
Eliminating
Entries
Consolidated
Net cash provided by operating activities
$
820
$
51,738
$
198,598
$
— $
251,156
Investing activities:
Capital expenditures
Acquisition payments, net of cash acquired
Proceeds from sale of assets
Dividends received from subsidiaries
Advances to subsidiaries and other
Net cash used in investing activities
Financing activities:
Proceeds from issuance of debt
Repayments of debt
Equity activities
Dividends paid by subsidiaries
Other
Net cash used in financing activities
Effect of exchange rate changes on cash and cash
equivalents
Net change in cash and cash equivalents
Cash and cash equivalents at the beginning of period
—
—
—
—
—
—
6,517
(6,658)
(679)
—
—
(820)
—
—
—
(13,717)
(42,226)
—
71,381
(53,779)
(38,341)
798,315
(807,776)
—
—
(3,123)
(12,584)
—
813
31,695
(6,831)
(96,404)
14,991
—
17,461
(70,783)
495,493
(541,080)
—
(71,381)
(181)
(117,149)
(6,885)
3,781
92,030
—
—
—
(71,381)
36,318
(35,063)
(60,437)
24,119
—
71,381
—
35,063
(20,548)
(138,630)
14,991
—
—
(144,187)
1,239,888
(1,331,395)
(679)
—
(3,304)
(95,490)
—
—
—
(6,885)
4,594
123,725
Cash and cash equivalents at the end of period
$
— $
32,508
$
95,811
$
— $
128,319
Revisions
The Condensed Consolidating Statements of Cash Flow for the year ended December 31, 2014 was revised to appropriately present dividends paid by the non-
guarantor subsidiaries and dividends received by WESCO Distribution. The revisions did not impact the consolidated amounts previously reported, nor did
they impact the Company's obligations under the 2021 Notes or the 2024 Notes.
71
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
16. SELECTED QUARTERLY FINANCIAL DATA (unaudited)
The following table sets forth selected quarterly financial data for the years ended December 31, 2016 and 2015:
2016
Net Sales
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
$
1,775,961
$
1,911,582
$
1,855,212
$
1,793,262
Cost of goods sold (excluding depreciation and amortization)
1,420,793
1,532,113
1,490,173
1,444,735
Income from operations
Income (loss) before income taxes
Net income (loss)
69,508
50,679
34,534
87,987
68,535
49,852
Net income (loss) attributable to WESCO International
36,053
Basic earnings (loss) per share attributable to WESCO
49,798
47,348
International, Inc.(A) (C)
International, Inc.(B) (C)
0.85
0.77
1.18
1.02
Diluted earnings (loss) per share attributable to WESCO
92,555
(52,170)
(31,021)
(31,611)
(0.73)
(0.73)
82,009
64,507
47,755
0.97
0.96
2015
Net Sales
$
1,816,330
$
1,916,718
$
1,923,899
$
1,861,540
Cost of goods sold (excluding depreciation and amortization)
1,448,639
1,535,084
Income from operations
Income before income taxes
Net income
Net income attributable to WESCO International
87,185
66,291
46,793
47,031
90,253
71,640
50,639
51,741
1,543,113
106,348
85,931
62,384
63,503
1,497,990
89,956
80,048
48,557
48,412
Basic earnings per share attributable to WESCO
Diluted earnings per share attributable to WESCO
1.06
0.90
1.18
1.00
1.47
1.15
1.28
1.03
International, Inc.(A)
International, Inc.(B)
(A)
(B)
(C)
Earnings per share (EPS) in each quarter is computed using the weighted-average number of shares outstanding during
that quarter while EPS for the full year is computed by using the weighted-average number of shares outstanding
during the year. Thus, the sum of the four quarters’ EPS may not equal the full-year EPS.
Diluted EPS in each quarter is computed using the weighted-average number of shares outstanding and common share
equivalents during that quarter while Diluted EPS for the full year is computed by using the weighted-average number
of shares outstanding and common share equivalents during the year. Thus, the sum of the four quarters’ Diluted EPS
may not equal the full-year Diluted EPS.
On September 15, 2016, the Company completed the redemption of its 2029 Debentures. The redemption resulted in a
non-cash charge of $123.9 million, which resulted in a net loss attributable to WESCO International, Inc. for
the three months ended September 30, 2016. Accordingly, dilutive shares were not included in the calculation of
diluted loss per share for the three months ended September 30, 2016 because their effect was antidilutive.
72
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal
financial officer, we conducted an evaluation of our disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)). Based on this evaluation, our principal executive officer and our principal financial officer concluded that our
disclosure controls and procedures and internal control over financial reporting were effective as of the end of the period
covered by this report.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such
term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of our
management, including our principal executive officer and principal financial officer, we conducted an evaluation of the
effectiveness of our internal control over financial reporting based on the updated framework in Internal Control — Integrated
Framework (2013) (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission on
May 14, 2013. Based on our evaluation under the 2013 Framework, our management concluded that our internal control over
financial reporting was effective as of December 31, 2016.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2016 has been audited by
PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which is included
herein.
Changes in Internal Control Over Financial Reporting
During the last fiscal quarter of 2016, there were no changes in the Company’s internal control over financial reporting
identified in connection with management’s evaluation of the effectiveness of the Company’s internal control over financial
reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over
financial reporting.
Item 9B. Other Information.
None.
73
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The information set forth under the captions “Board of Directors” and “Executive Officers” in our definitive Proxy
Statement for our 2017 Annual Meeting of Stockholders is incorporated herein by reference.
Codes of Business Ethics and Conduct
We have adopted a Code of Business Ethics and Conduct (“Code of Conduct”) that applies to our Directors, officers and
employees that is available on our website at www.wesco.com by selecting the “Investors” tab followed by the “Corporate
Governance” heading. Any amendment or waiver of the Code of Conduct for our officers or Directors will be disclosed
promptly at that location on our website.
We also have adopted a Senior Financial Executive Code of Principles for Senior Executives (“Senior Financial Executive
Code”) that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or
persons performing these functions. The Senior Financial Executive Code is also available at that same location on our website.
We intend to timely disclose any amendment or waiver of the Senior Financial Executive Code on our website and will retain
such information on our website as required by applicable SEC rules.
A copy of the Code of Conduct and/or Senior Financial Executive Code may also be obtained upon request by any
stockholder, without charge, by writing to us at WESCO International, Inc., 225 West Station Square Drive, Suite 700,
Pittsburgh, Pennsylvania 15219, Attention: Corporate Secretary.
The information required by Item 10 that relates to our Directors and executive officers is incorporated by reference from
the information appearing under the captions “Corporate Governance,” “Board and Committee Meetings” and “Security
Ownership” in our definitive Proxy Statement for our 2017 Annual Meeting of Stockholders that is to be filed with the SEC
pursuant to the Exchange Act within 120 days of the end of our fiscal year on December 31, 2016.
Item 11. Executive Compensation.
The information set forth under the captions “Compensation Discussion and Analysis” and “Director Compensation” in our
definitive Proxy Statement for our 2017 Annual Meeting of Stockholders is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information set forth under the caption “Security Ownership” in our definitive Proxy Statement for our 2017 Annual
Meeting of Stockholders is incorporated herein by reference.
The following table provides information as of December 31, 2016 with respect to the shares of our common stock that may
be issued under our existing equity compensation plans:
Plan Category
Equity compensation plans approved by security holders
Equity compensation plans not approved by security holders
Total
Number of securities
to be issued
upon exercise of
outstanding options,
warrants and rights
2,845,903
Weighted-average
exercise price of
outstanding options,
warrants and rights
45.11
$
Number of securities
remaining available
for future issuance
under equity
compensation plans
2,350,955
—
2,845,903
$
—
45.11
—
2,350,955
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information set forth under the captions “Transactions with Related Persons” and “Corporate Governance” in our
definitive Proxy Statement for our 2017 Annual Meeting of Stockholders is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services.
The information set forth under the caption “Independent Registered Public Accounting Firm Fees and Services” in our
definitive Proxy Statement for our 2017 Annual Meeting of Stockholders is incorporated herein by reference.
74
PART IV
Item 15. Exhibits and Financial Statement Schedule.
The financial statements, financial statement schedule and exhibits listed below are filed as part of this annual report:
(a)
(1) Financial Statements
The list of financial statements required by this item is set forth in Item 8, “Financial Statements and Supplementary
Data,” and is incorporated herein by reference.
(2) Financial Statement Schedule
Schedule II — Valuation and Qualifying Accounts
(b)
Exhibits
Exhibit No.
2.1
Description of Exhibit
Recapitalization Agreement, dated as of March 27,
1998, among Thor Acquisitions L.L.C., WESCO
International, Inc. (formerly known as CDW Holding
Corporation) and certain security holders of WESCO
International, Inc.
Prior Filing or Sequential Page Number
Incorporated by reference to Exhibit 2.1 to WESCO’s
Registration Statement on Form S-4 (No. 333-43225)
2.2
3.1
3.2
3.3
4.1
4.2
Share Purchase Agreement, dated as of October 15,
2012, between WDCC Enterprises Inc., the
Shareholders party thereto, EECOL Holdings Ltd.,
Jarich Holdings Ltd., EESA Corp., EESA Holdings
Ltd. and EECOL Electric Corp.
Incorporated by reference to Exhibit 2.1 to WESCO's
Current Report on Form 8-K, dated October 17, 2012
Restated Certificate of Incorporation of WESCO
International, Inc.
Incorporated by reference to Exhibit 3.1 to WESCO’s
Registration Statement on Form S-4 (No. 333-70404)
Certificate of Amendment of Certificate of
Incorporation to Restated Certificate of Incorporation
of WESCO International, Inc.
Incorporated by reference to Exhibit 3.1 to WESCO’s
Current Report on Form 8-K, dated May 29, 2014
Amended and Restated By-laws of WESCO
International, Inc., effective as of May 29, 2014
Incorporated by reference to Exhibit 3.2 to WESCO’s
Current Report on Form 8-K, dated May 29, 2014
Indenture, dated November 26, 2013, among WESCO
Distribution, Inc. and U.S. Bank National Association,
as trustee
Incorporated by reference to Exhibit 4.1 to WESCO’s
Current Report on Form 8-K, dated November 27,
2013
Form of 5.375% Restricted Note due 2021
4.3
Form of 5.375% Unrestricted Note due 2021
4.4
Indenture, dated June 15, 2016, among WESCO
Distribution, Inc. and U.S. Bank National Association,
as trustee
4.5
Form of 5.375% Restricted Note due 2024
4.6
Form of 5.375% Unrestricted Note due 2024
10.1
1999 Deferred Compensation Plan for Non-Employee
Directors, as amended and restated September 20, 2007
75
Incorporated by reference to Exhibit A-1 to Exhibit 4.1
to WESCO’s Current Report on Form 8-K, dated
November 27, 2013
Incorporated by reference to Exhibit A-2 to Exhibit 4.1
to WESCO’s Current Report on Form 8-K, dated
November 27, 2013
Incorporated by reference to Exhibit 4.1 to WESCO’s
Current Report on Form 8-K, dated June 15, 2016
Incorporated by reference to Exhibit A-1 to Exhibit 4.1
to WESCO’s Current Report on Form 8-K, dated June
15, 2016
Incorporated by reference to Exhibit A-2 to Exhibit 4.1
to WESCO’s Current Report on Form 8-K, dated June
15, 2016
Incorporated by reference to Exhibit 10.5 to WESCO's
Annual Report on Form 10-K for the year ended
December 31, 2011
Exhibit No.
10.2
Description of Exhibit
Form of Stock Appreciation Rights Agreement for
Employees
Form of Restricted Stock Unit Agreement for
Employees
Form of Stock Appreciation Rights Agreement for
Non-Employee Directors
Form of Restricted Stock Unit Agreement for Non-
Employee Directors
Prior Filing or Sequential Page Number
Incorporated by reference to Exhibit 10.7 to WESCO's
Annual Report on Form 10-K for the year ended
December 31, 2011
Incorporated by reference to Exhibit 10.8 to WESCO's
Annual Report on Form 10-K for the year ended
December 31, 2011
Incorporated by reference to Exhibit 10.3 to WESCO’s
Quarterly Report on Form 10-Q for the quarter ended
June 30, 2010
Incorporated by reference to Exhibit 10.4 to WESCO’s
Quarterly Report on Form 10-Q for the quarter ended
June 30, 2010
Amended and Restated Registration and Participation
Agreement, dated as of June 5, 1998, among WESCO
International, Inc. and certain security holders of
WESCO International, Inc. named therein
Incorporated by reference to Exhibit 10.19 to
WESCO’s Registration Statement on Form S-4
(No. 333-43225)
Amended and Restated Employment Agreement, dated
as of September 1, 2009, between WESCO
International Inc. and John J. Engel
Incorporated by reference to Exhibit 10.2 to WESCO’s
Quarterly Report on Form 10-Q for the quarter ended
September 30, 2009
Term Sheet, dated January 15, 2010, memorializing
terms of employment of Diane Lazzaris by WESCO
International, Inc.
Incorporated by reference to Exhibit 10.28 to
WESCO’s Annual Report on Form 10-K for the year
ended December 31, 2009
Term Sheet, dated June 18, 2010, memorializing terms
of employment of Kimberly Windrow by WESCO
International, Inc.
Incorporated by reference to Exhibit 10.1 to WESCO’s
Quarterly Report on Form 10-Q for the quarter ended
September 30, 2010
Notice of Performance Share Award under the
WESCO International, Inc. 1999 Long-Term Incentive
Plan
Incorporated by reference to Exhibit 10.1 to WESCO’s
Quarterly Report on Form 10-Q for the quarter ended
March 31, 2012
Term Loan agreement, dated as of December 12, 2012
among WESCO Distribution, Inc., WDCC Enterprises
Inc., WESCO International, Inc., Credit Suisse AG,
Cayman Islands Branch, as Administrative Agent and
Collateral Agent and the other Lenders and Agents
party thereto
Incorporated by reference to Exhibit 10.1 to WESCO's
Current Report on Form 8-K, dated December 17,
2012
1999 Long-Term Incentive Plan, as restated effective
as of May 30, 2013
Incorporated by reference to Appendix A to the Proxy
Statement filed on Schedule 14A on April 16, 2013
First Amendment to Term Loan Agreement, dated as
of November 19, 2013 among WESCO Distribution,
Inc., WDCC Enterprises Inc., WESCO International,
Inc., Credit Suisse AG, Cayman Islands Branch, as
Administrative Agent and Collateral Agent and the
other Lenders and Agents party thereto
Incorporated by reference to Exhibit 10.31 to
WESCO's Annual Report on Form 10-K for the year
ended December 31, 2013
Form of Non-Employee Director Restricted Stock Unit
Agreement
Form of Stock Appreciation Rights Agreement for
Employees
Incorporated by reference to Exhibit 10.32 to
WESCO's Annual Report on Form 10-K for the year
ended December 31, 2013
Incorporated by reference to Exhibit 10.33 to
WESCO's Annual Report on Form 10-K for the year
ended December 31, 2014
76
10.3
10.4
10.5
10.6
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
Exhibit No.
10.16
Description of Exhibit
Form of Restricted Stock Unit Agreement For
Employees
Prior Filing or Sequential Page Number
Incorporated by reference to Exhibit 10.34 to
WESCO's Annual Report on Form 10-K for the year
ended December 31, 2014
10.17
10.18
10.19
10.20
10.21
10.22
10.23
10.24
10.25
10.26
10.27
10.28
Notice of Performance Share Award Under the
WESCO International, Inc. 1999 Long-Term Incentive
Plan, as amended May 30, 2013
Incorporated by reference to Exhibit 10.35 to
WESCO's Annual Report on Form 10-K for the year
ended December 31, 2014
Second Amended and Restated Credit Agreement,
dated as of September 24, 2015 among WESCO
Distribution, Inc., the other U.S. Borrowers party
thereto, WESCO Distribution Canada LP, the other
Canadian Borrowers party thereto, WESCO
International, Inc., the Lenders party thereto,
JPMorgan Chase Bank, N.A., as Administrative Agent,
and JPMorgan Chase Bank, N.A., Toronto Branch, as
Canadian Administrative Agent
Fourth Amended and Restated Receivables Purchase
Agreement, dated as of September 24, 2015, by and
among WESCO Receivables Corp., WESCO
Distribution, Inc., the various Purchaser Groups from
time to time party thereto and PNC Bank, National
Association, as Administrator
Incorporated by reference to Exhibit 10.1 to WESCO’s
Current Report on Form 8-K, dated September 24,
2015
Incorporated by reference to Exhibit 10.2 to WESCO’s
Current Report on Form 8-K, dated September 24,
2015
Release Agreement, dated as of October 5, 2015,
between WESCO International, Inc., and WESCO
Distribution, Inc., and Stephen A. Van Oss
Incorporated by reference to Exhibit 10.1 to WESCO’s
Quarterly Report on Form 10-Q, for the quarter ended
September 30, 2015
Form of Non-Employee Director Restricted Stock Unit
Agreement
Incorporated by reference to Exhibit 10.1 to WESCO’s
Quarterly Report on Form 10-Q, for the quarter ended
March 31, 2016
Form of Notice of Performance Share Award Under
the WESCO International, Inc. 1999 Long-Term
Incentive Plan, as amended May 30, 2013
Incorporated by reference to Exhibit 10.23 to
WESCO's Annual Report on Form 10-K for the year
ended December 31, 2015
Form of Director and Officer Indemnification
Agreement, entered among WESCO International, Inc.
and certain of its executive officers and directors listed
on a schedule attached thereto
Incorporated by reference to Exhibit 10.24 to
WESCO's Annual Report on Form 10-K for the year
ended December 31, 2015
First Amendment to Fourth Amended and Restated
Receivables Purchase Agreement, dated as of
December 18, 2015
Incorporated by reference to Exhibit 10.1 to WESCO’s
Quarterly Report on Form 10-Q, for the quarter ended
June 30, 2016
Second Amendment to Fourth Amended and Restated
Receivables Purchase Agreement, dated as of April 19,
2016
Incorporated by reference to Exhibit 10.2 to WESCO’s
Quarterly Report on Form 10-Q, for the quarter ended
June 30, 2016
Third Amendment to Fourth Amended and Restated
Receivables Purchase Agreement, dated as of May 10,
2016
Incorporated by reference to Exhibit 10.3 to WESCO’s
Quarterly Report on Form 10-Q, for the quarter ended
June 30, 2016
Fourth Amendment to Fourth Amended and Restated
Receivables Purchase Agreement, dated as of May 27,
2016
Incorporated by reference to Exhibit 10.4 to WESCO’s
Quarterly Report on Form 10-Q, for the quarter ended
June 30, 2016
Term Sheet, dated October 6, 2016 memorializing
terms of employment of David S. Schulz by WESCO
International, Inc
Filed herewith
77
Exhibit No.
21.1
Description of Exhibit
Subsidiaries of WESCO International, Inc.
Prior Filing or Sequential Page Number
Filed herewith
23.1
31.1
31.2
32.1
32.2
Consent of PricewaterhouseCoopers LLP
Filed herewith
Certification of Chief Executive Officer pursuant to
Rule 13a-14(a) promulgated under the Exchange Act
Filed herewith
Certification of Chief Financial Officer pursuant to
Rule 13a-14(a) promulgated under the Exchange Act
Filed herewith
Certification of Chief Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
Filed herewith
Certification of Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
Filed herewith
101
Interactive Data File
Filed herewith
The registrant hereby agrees to furnish supplementally to the Commission, upon request, a copy of any omitted schedule to any
of the agreements contained herein.
Copies of exhibits may be retrieved electronically at the Securities and Exchange Commission’s home page at www.sec.gov.
Exhibits will also be furnished without charge by writing to David S. Schulz, Senior Vice President and Chief Financial Officer,
225 West Station Square Drive, Suite 700, Pittsburgh, Pennsylvania 15219. Requests may also be directed to (412) 454-2200.
78
Item 16. Form 10-K Summary.
Not applicable.
79
Schedule II—Valuation and Qualifying Accounts
Allowance for doubtful accounts
Year ended December 31, 2016
Year ended December 31, 2015
Year ended December 31, 2014
Balance at
Beginning
of Period
Charged to
Expense
$
22,587
21,084
19,309
5,888
6,099
5,937
Charged to
Other
Accounts(1)
(In thousands)
21
1,305
194
Balance at
Deductions(2)
End of Period
(6,489) $
(5,901)
(4,356)
22,007
22,587
21,084
_________________________
(1)
Represents allowance for doubtful accounts in connection with certain acquisitions and divestitures.
(2)
Includes a reduction in the allowance for doubtful accounts due to write-off of accounts receivable.
80
Pursuant to the requirements of Section 13 or 15(d) 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.
SIGNATURES
WESCO INTERNATIONAL, INC.
By: /s/ JOHN J. ENGEL
Name: John J. Engel
Title: Chairman, President and Chief Executive Officer
Date: February 22, 2017
WESCO INTERNATIONAL, INC.
By: /s/ DAVID S. SCHULZ
Name: David S. Schulz
Title: Senior Vice President and Chief Financial Officer
Date: February 22, 2017
81
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature
Title
Date
/s/ JOHN J. ENGEL
John J. Engel
/s/ DAVID S. SCHULZ
David S. Schulz
Chairman, President and Chief Executive Officer
February 22, 2017
(Principal Executive Officer)
Senior Vice President and Chief Financial Officer February 22, 2017
(Principal Financial and Accounting Officer)
/s/ SANDRA BEACH LIN
Director
Sandra Beach Lin
/s/ MATTHEW J. ESPE
Matthew J. Espe
/s/ BOBBY J. GRIFFIN
Bobby J. Griffin
/s/ JOHN K. MORGAN
John K. Morgan
/s/ JAMES J. O’BRIEN
James J. O’Brien
Director
Director
Director
Director
/s/ STEVEN A. RAYMUND
Director
Steven A. Raymund
February 22, 2017
February 22, 2017
February 22, 2017
February 22, 2017
February 22, 2017
February 22, 2017
/s/ JAMES L. SINGLETON
Director
February 22, 2017
James L. Singleton
/s/ LYNN M. UTTER
Lynn M. Utter
Director
February 22, 2017
82
Exhibit 21.1
SUBSIDIARIES OF WESCO INTERNATIONAL, INC.
1502218 Alberta Ltd., an Alberta corporation
Atlanta Electrical Distributors, LLC, a Delaware limited liability company
Calvert Wire & Cable Corporation, a Delaware corporation
Carlton-Bates Company, an Arkansas corporation
Carlton-Bates Company de Mexico S.A. de C.V., a Mexico variable capital company
Carlton-Bates Company of Texas GP, Inc., a Texas corporation
CBC LP Holdings, LLC, a Delaware limited liability company
CDW Holdco, LLC, a Delaware limited liability company
Communications Supply Corporation, a Connecticut corporation
Conney Investment Holdings, LLC, a Delaware limited liability company
Conney Safety Products, LLC, a Delaware limited liability company
Distribuidora Materiales Electricos E-Supply Limitada, a Chile limited liability company
EECOL Electric Bolivia Ltda., a Bolivia limited liability company
EECOL Electric Peru S.A.C., a Peru sociedad anonima cerrada
EECOL Electric ULC, an Alberta unlimited liability company
EECOL Industrial Electric Ecuador Limitada, an Ecuador limited liability company
EECOL Industrial Electric (SudAmerica) Limitada, a Chile limited liability company
EECOL Industrial Electric Limitada, a Chile limited liability company
EECOL Power S.A., a Chile closed stock corporation
EECOL Properties Corp., an Alberta corporation
Hazmasters, Inc., an Ontario corporation
Hi-Line Utility Supply Company, LLC, an Illinois limited liability company
Hill Country Electric Supply, L.P., a Texas limited partnership
83
Liberty Wire & Cable, Inc., a Delaware corporation
Needham Electric Supply, LLC, a Delaware limited liability company
Obras Y Servicios Sunpark S.A.C. (OS Sunpark), a Peru sociedad anonima cerrada
SASK Alta Holdings S.A., a Chile closely held stock corporation
Services Voice, Video and Data Distribution de Mexico, S. de R.L. de C.V., a Mexico limited liability company
Stone Eagle Electrical Supply GP Inc., an Alberta corporation
Stone Eagle Electrical Supply Limited Partnership, an Alberta limited partnership
TVC Canada Corp., a Nova Scotia unlimited liability company
TVC Communications, L.L.C., a Delaware limited liability company
TVC Espana Distribucion y Venta De Equipos, S.L., a Spain limited liability company
TVC International Holding, L.L.C., a Delaware limited liability company
TVC UK Holdings Limited, a United Kingdom limited company
Voice, Video and Data Distribution de Mexico, S. de R.L. de C.V., a Mexico limited liability company
WDC Holding Inc., a Delaware corporation
WDCC Enterprises Inc., an Alberta corporation
WDCH, LP, a Pennsylvania limited partnership
WDCH US LP, a Delaware limited partnership
WDI-Angola, LDA, an Angola company
WDINESCO B.V., a Netherlands private company with limited liability
WDINESCO C.V., a Netherlands limited partnership
WDINESCO II B.V., a Netherlands private company with limited liability
WDINESCO III B.V., a Netherlands private company with limited liability
WDINESCO II C.V., a Netherlands limited partnership
WDINESCO III C.V., a Netherlands limited partnership
WEAS Company, S. de R.L., a Mexico private limited company
WECOL Holdings ULC, an Alberta unlimited liability company
84
WESCO (Suzhou) Trading Co., Ltd., a China limited liability company
WESCO Australia Pty Ltd, an Australian company
WESCO Canada I, LP, an Alberta limited partnership
WESCO Canada II, LP, an Alberta limited partnership
WESCO Distribution Canada Co., a Nova Scotia unlimited liability company
WESCO Distribution Canada GP Inc., an Ontario Corporation
WESCO Distribution Canada LP, an Ontario limited partnership
WESCO Distribution de Mexico, S. de R.L., a Mexico private limited company
WESCO Distribution HK Limited, a Hong Kong limited private company
WESCO Distribution II ULC, a Nova Scotia unlimited liability company
WESCO Distribution III ULC, a Nova Scotia unlimited liability company
WESCO Distribution-International Limited, a United Kingdom limited company
WESCO Distribution, Inc., a Delaware Corporation
WESCO Distribution NL B.V., a Netherlands private company with limited liability
WESCO Distribution Pte. Ltd., a Singapore limited private company
WESCO Enterprises, Inc., a Delaware corporation
WESCO Equity Corporation, a Delaware corporation
WESCO Finance Corporation, a Delaware corporation
WESCO Holdings, LLC, a Delaware limited liability company
WESCO Integrated Supply, Inc., a Delaware corporation
WESCO Integrated Supply Polska Spolka z o.o., a Poland limited company
WESCO Nevada, Ltd., a Nevada corporation
WESCO Netherlands B.V., a Netherlands private company with limited liability
WESCO Nigeria, Inc., a Delaware corporation
WESCO Procurement Canada ULC, an Alberta unlimited liability company
WESCO Real Estate I, LLC, a Delaware limited liability company
85
WESCO Real Estate II, LLC, a Delaware limited liability company
WESCO Real Estate III, LLC, a Delaware limited liability company
WESCO Real Estate IV, LLC, a Delaware limited liability company
WESCO Receivables Corp., a Delaware corporation
WESCO TLD Holdings Co., Ltd., a Thailand limited private company
WND Nigeria Limited, a Nigeria corporation
86
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Exhibit 23.1
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No's. 333-188979,
333-188978, 333-81845, 333-172531, 333-91187, 333-81841, 333-81847 and 333-81857) of WESCO International, Inc. of our
report dated February 22, 2017 relating to the financial statements, financial statement schedule and the effectiveness of
internal control over financial reporting, which appears in this Form 10-K.
/s/ PricewaterhouseCoopers LLP
Pittsburgh, Pennsylvania
February 22, 2017
87
Exhibit 31.1
CERTIFICATION
I, John J. Engel, certify that:
1. I have reviewed this Annual Report on Form 10-K for the fiscal year ended December 31, 2016, of WESCO International,
Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in
all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report
based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the
registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons
performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial
information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant's internal control over financial reporting.
Date: February 22, 2017
By: /s/ John J. Engel
John J. Engel
Chairman, President and Chief Executive Officer
88
Exhibit 31.2
CERTIFICATION
I, David S. Schulz, certify that:
1. I have reviewed this Annual Report on Form 10-K for the fiscal year ended December 31, 2016, of WESCO International,
Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in
all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report
based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the
registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons
performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial
information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant's internal control over financial reporting.
Date: February 22, 2017
By: /s/ David S. Schulz
David S. Schulz
Senior Vice President and Chief Financial Officer
89
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of WESCO International, Inc. (the “Company”) on Form 10-K for the fiscal year ended
December 31, 2016, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned,
in the capacity and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
1.
2.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
The information contained in the Report fairly presents, in all material respects, the financial condition and results of
operation of the Company.
Date: February 22, 2017
By: /s/ John J. Engel
John J. Engel
Chairman, President and Chief Executive Officer
90
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of WESCO International, Inc. (the “Company”) on Form 10-K for the fiscal year ended
December 31, 2016, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned,
in the capacity and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
1.
2.
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
The information contained in the Report fairly presents, in all material respects, the financial condition and results of
operation of the Company.
Date: February 22, 2017
By: /s/ David S. Schulz
David S. Schulz
Senior Vice President and Chief Financial Officer
91
92 WESCO International, Inc.
Non-GAAP Reconciliations
(Dollars in millions, except for diluted EPS)
Adjusted EBITDA:
Income from operations (EBIT)
ArcelorMittal litigation charge (recovery)
Adjusted income from operations (Adjusted EBIT)
Depreciation and amortization
Adjusted EBITDA
Adjusted net income attributable to
WESCO International, Inc.:
Net income attributable to WESCO International, Inc.
ArcelorMittal litigation charge (recovery), net of tax
Loss on debt redemption, net of tax
Adjusted net income attributable
to WESCO International, Inc.
Adjusted Diluted EPS:
Diluted share count
Adjusted Diluted EPS (1)
Adjusted stockholders’ equity:
Stockholders’ equity
Add: ArcelorMittal litigation charge, net of tax
Add: Loss on debt redemption, net of tax
Adjusted stockholders’ equity
2012
2013
2014
2015
2016
333
36
369
38
407
202
22
—
224
51.1
4.38
1,554
22
—
1,576
481
(36)
445
68
513
276
(22)
—
254
52.7
4.82
1,765
—
—
1,765
466
—
466
68
534
276
—
—
276
53.3
5.18
1,928
—
—
1,928
374
—
374
65
439
211
—
—
211
50.4
4.18
1,774
—
—
1,774
332
—
332
67
399
102
—
82
184
48.3
3.80
2,010
—
82
2,092
(1) 2016 excludes the third quarter loss per diluted share on debt redemption of $1.70, net of tax, based on 48.7 million diluted shares.
Non-GAAP Reconciliations
(Dollars in millions, except percentages)
Free Cash Flow:
Cash provided by operations
Less: capital expenditures
Add: non-recurring pension contribution
Free cash flow
Adjusted net income attributable
to WESCO International, Inc.
Free cash flow as a % of adjusted net income
ROIC:
Adjusted income from operations
Tax effect (year-end effective tax rate)
Tax effected adjusted income from operations
Par debt
December 31 of the prior year
March 31 of the current year
June 30 of the current year
September 30 of the current year
December 31 of the current year
Average par debt
Stockholders’ equity
December 31 of the prior year (adjusted)1
Less: debt discount
Stockholders’ equity, net of debt discount
March 31 of the current year (adjusted)1
Less: debt discount
Stockholders’ equity, net of debt discount
June 30 of the current year (adjusted)1
Less: debt discount
Stockholders’ equity, net of debt discount
September 30 of the current year (adjusted) 1
Less: debt discount
Stockholders’ equity, net of debt discount
December 31 of the current year (adjusted) 1
Less: debt discount
Stockholders’ equity, net of debt discount
Average stockholders’ equity, net of debt discount
Average par debt and stockholders’ equity
ROIC
1 Adjusted for ArcelorMittal litigation impact in 2012 and 2013 and loss on debt redemption in 2016.
2016 Annual Report | A World of Solutions 93
2012
2013
2014
2015
2016
288
(23)
—
265
315
(28)
21
308
251
(21)
—
230
283
(22)
—
261
300
(18)
—
282
224
118%
369
105
264
825
794
759
896
1,919
1,039
1,346
176
1,170
1,411
175
1,236
1,469
175
1,294
1,545
175
1,370
1,576
184
1,392
1,292
2,331
11.3%
254
121%
445
121
324
1,919
1,857
1,797
1,758
1,662
1,799
1,576
184
1,392
1,614
183
1,431
1,639
181
1,458
1,739
180
1,559
1,765
175
1,590
1,486
3,285
9.9%
276
84%
466
132
334
1,662
1,676
1,741
1,689
1,586
1,671
1,765
175
1,590
1,774
174
1,600
1,890
173
1,717
1,909
172
1,737
1,928
170
1,758
1,680
3,351
10.0%
211
125%
374
117
256
1,586
1,557
1,653
1,667
1,665
1,626
1,928
170
1,758
1,837
169
1,669
1,866
167
1,699
1,760
166
1,594
1,774
164
1,610
1,666
3,292
7.8%
184
154%
332
77
255
1,665
1,621
1,589
1,474
1,403
1,550
1,774
164
1,610
1,893
163
1,730
1,943
162
1,781
1,993
—
1,993
2,092
—
2,092
1,841
3,391
7.5%
94 WESCO International, Inc.
Corporate Information
Corporate Headquarters
WESCO International, Inc.
Suite 700
225 West Station Square Drive
Pittsburgh, PA 15219-1122
Phone: 412-454-2200
www.wesco.com
Investor Relations
For questions regarding WESCO, contact Mary Ann Bell,
Vice President, Investor Relations at investorrelations@wesco.com.
A copy of the Company’s Annual Report on Form 10-K or other
financial information may be requested through our website
(www.wesco.com) or by contacting Investor Relations.
Common Stock
WESCO International, Inc. is listed on the New York Stock Exchange
under the ticker symbol WCC.
Annual Meeting
The Annual Meeting of Stockholders will be held on
May 31, 2017, at 5:00 p.m., E.D.T., at:
Hyatt Regency Pittsburgh International Airport
1111 Airport Boulevard
Pittsburgh, PA 15231
Transfer Agent and Registrar
Computershare
P.O. Box 30170
College Station, TX 77842-3170
Toll free: 877-264-3927
TDD for Hearing Impaired: 800-231-5469
Foreign Shareholders: 201-680-6578
TDD Foreign Shareholders: 201-680-6610
Website address:
www.computershare.com/investor
Independent Registered Public
Accounting Firm
PricewaterhouseCoopers LLP
Pittsburgh, PA
Certifications to the NYSE and the SEC
On June 6, 2016, the Company submitted its CEO Certification to the
NYSE under NYSE Rule 303A.12(a). Also, any CEO/CFO certifications
required to be filed with the SEC, including the Section 302
certifications, are filed by the Company as exhibits to its Annual
Report on Form 10-K.
An online version of the Annual Report is available
at www.wesco.com
Corporate Governance
BOARD OF DIRECTORS
(left to right)
Steven A. Raymund
Chairman
Tech Data Corporation
Sandra Beach Lin
Former Chief Executive Officer
Calisolar, Inc.
James L. Singleton
Chairman and
Chief Executive Officer
Cürex Group Holdings, LLC
John J. Engel
Chairman, President, and
Chief Executive Officer
WESCO International, Inc.
Bobby J. Griffin
Former President,
International Operations of
Ryder System, Inc.
Lynn M. Utter
Chief Executive Officer
First Source, LLC
John K. Morgan
Former Chairman, President,
and Chief Executive Officer
Zep, Inc.
Matthew J. Espe
Chief Executive Officer
Radial, Inc.
Term expires May 2017
Sandra Beach Lin
John J. Engel
Matthew J. Espe
Bobby J. Griffin
John K. Morgan
Steven A. Raymund
James L. Singleton
Lynn M. Utter
EXECUTIVE OFFICERS
(as of April 1, 2017)
John J. Engel
Chairman, President, and
Chief Executive Officer
Diane E. Lazzaris
Senior Vice President and
General Counsel
David S. Schulz
Senior Vice President and
Chief Financial Officer
Kimberly G. Windrow
Senior Vice President and
Chief Human Resources Officer
WESCO International, Inc.
Suite 700
225 West Station Square Drive
Pittsburgh, Pennsylvania 15219-1122
Phone: 412-454-2200
www.wesco.com
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