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EX-10.4 - EXHIBIT 10.4 - WESCO INTERNATIONAL INCex104fourthamend4tharrpa.htm
EX-32.2 - EXHIBIT 32.2 - WESCO INTERNATIONAL INCwcc06302016ex322.htm
EX-32.1 - EXHIBIT 32.1 - WESCO INTERNATIONAL INCwcc06302016ex321.htm
EX-31.2 - EXHIBIT 31.2 - WESCO INTERNATIONAL INCwcc06302016ex312.htm
EX-31.1 - EXHIBIT 31.1 - WESCO INTERNATIONAL INCwcc06302016ex311.htm
EX-10.3 - EXHIBIT 10.3 - WESCO INTERNATIONAL INCex103thirdamend4tharrpa.htm
EX-10.2 - EXHIBIT 10.2 - WESCO INTERNATIONAL INCex102secondamend4tharrpa.htm
EX-10.1 - EXHIBIT 10.1 - WESCO INTERNATIONAL INCex101firstamend4tharrpa.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
þ
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2016
or
o
 
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)
 
25-1723342
(I.R.S. Employer
Identification No.)
 
 
 
225 West Station Square Drive
Suite 700
Pittsburgh, Pennsylvania
(Address of principal executive offices)
 
15219
(Zip Code)

(412) 454-2200
(Registrant's telephone number, including area code)
Not applicable.
(Former name, former address and former fiscal year, if changed since last report) 
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 þ No o
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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes þ No o
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.
Large accelerated filer þ
 
 
 
Accelerated filer o
 
 
 
 
 
Non-accelerated filer o (Do not check if a smaller reporting company)
 
Smaller reporting company o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
As of August 5, 2016, 42,276,512 shares of common stock, $.01 par value, of the registrant were outstanding.






WESCO INTERNATIONAL, INC. AND SUBSIDIARIES


QUARTERLY REPORT ON FORM 10-Q




1


WESCO INTERNATIONAL, INC. AND SUBSIDIARIES


PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
The interim financial information required by this item is set forth in the Condensed Consolidated Financial Statements and Notes thereto in this Quarterly Report on Form 10-Q, as follows:


2


WESCO INTERNATIONAL, INC. AND SUBSIDIARIES


CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands of dollars, except share data)
(unaudited)
 
June 30,
2016
 
December 31,
2015
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
160,290

 
$
160,279

Trade accounts receivable, net of allowance for doubtful accounts of $23,337 and $22,587 in 2016 and 2015, respectively
1,117,983

 
1,075,257

Other accounts receivable
55,354

 
81,242

Inventories
831,053

 
810,067

Current deferred income taxes (Note 2)

 
8,455

Prepaid expenses and other current assets
141,957

 
122,234

Total current assets
2,306,637

 
2,257,534

Property, buildings and equipment, net of accumulated depreciation of $252,234 and $243,005 in 2016 and 2015, respectively
163,857

 
166,739

Intangible assets, net of accumulated amortization of $161,933 and $138,374 in 2016 and 2015, respectively
420,147

 
403,649

Goodwill
1,740,156

 
1,681,662

Other assets
61,879

 
60,142

    Total assets
$
4,692,676

 
$
4,569,726

Liabilities and Stockholders’ Equity
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
712,898

 
$
715,519

Accrued payroll and benefit costs
49,463

 
51,258

Short-term debt
43,494

 
43,314

Current portion of long-term debt
1,239

 
1,025

Bank overdrafts
40,669

 
34,170

Other current liabilities
123,184

 
102,515

Total current liabilities
970,947

 
947,801

Long-term debt, net of discount and debt issuance costs of $183,997 and $182,041 in 2016 and 2015, respectively
1,360,658

 
1,439,062

Deferred income taxes
361,949

 
364,838

Other noncurrent liabilities
56,548

 
44,154

    Total liabilities
$
2,750,102

 
$
2,795,855

Commitments and contingencies (Note 9)



Stockholders’ equity:
 
 
 
Preferred stock, $.01 par value; 20,000,000 shares authorized, no shares issued or outstanding

 

Common stock, $.01 par value; 210,000,000 shares authorized, 58,642,370 and 58,597,380 shares issued and 42,242,237 and 42,173,790 shares outstanding in 2016 and 2015, respectively
586

 
586

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
43

 
43

Additional capital
1,119,940

 
1,117,421

Retained earnings
1,940,767

 
1,854,456

Treasury stock, at cost; 20,739,564 and 20,763,021 shares in 2016 and 2015, respectively
(771,830
)
 
(772,679
)
Accumulated other comprehensive loss
(342,666
)
 
(423,155
)
Total WESCO International, Inc. stockholders' equity
1,946,840

 
1,776,672

Noncontrolling interests
(4,266
)
 
(2,801
)
    Total stockholders’ equity
1,942,574

 
1,773,871

    Total liabilities and stockholders’ equity
$
4,692,676

 
$
4,569,726


The accompanying notes are an integral part of the condensed consolidated financial statements.

3


WESCO INTERNATIONAL, INC. AND SUBSIDIARIES


CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(In thousands of dollars, except per share data)
(unaudited)
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2016
 
2015
 
2016
 
2015
Net sales
$
1,911,582

 
$
1,916,718

 
$
3,687,543

 
$
3,733,048

Cost of goods sold (excluding depreciation and
  amortization)
1,532,113

 
1,535,084

 
2,952,906

 
2,983,723

Selling, general and administrative expenses
274,523

 
275,242

 
543,809

 
539,826

Depreciation and amortization
16,959

 
16,139

 
33,332

 
32,060

Income from operations
87,987

 
90,253

 
157,496

 
177,439

Interest expense, net
19,452

 
18,613

 
38,281

 
39,508

Income before income taxes
68,535

 
71,640

 
119,215

 
137,931

Provision for income taxes
18,683

 
21,001

 
34,828

 
40,500

Net income
49,852

 
50,639

 
84,387

 
97,431

Less: Net income (loss) attributable to noncontrolling interests
54

 
(1,102
)
 
(1,465
)
 
(1,341
)
Net income attributable to WESCO International, Inc.
$
49,798

 
$
51,741

 
$
85,852

 
$
98,772

Other comprehensive income (loss):
 
 
 
 
 
 
 
Foreign currency translation adjustments
(1,765
)
 
25,542

 
80,505

 
(88,257
)
Post retirement benefit plan adjustment

 

 
(16
)
 

Comprehensive income attributable to WESCO International, Inc.
$
48,033

 
$
77,283

 
$
166,341

 
$
10,515

 
 
 
 
 
 
 
 
Earnings per share attributable to WESCO International, Inc.
 
 
 
 
 
 
 
Basic
$
1.18

 
$
1.18

 
$
2.03

 
$
2.23

Diluted
$
1.02

 
$
1.00

 
$
1.79

 
$
1.90


The accompanying notes are an integral part of the condensed consolidated financial statements.


4


WESCO INTERNATIONAL, INC. AND SUBSIDIARIES


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands of dollars)
(unaudited)
 
Six Months Ended
 
June 30,
 
2016
 
2015
Operating activities:
 
 
 
Net income
$
84,387

 
$
97,431

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
33,332

 
32,060

  Deferred income taxes
13,425

 
16,717

Other operating activities, net
10,393

 
12,708

Changes in assets and liabilities:
 
 
 
Trade accounts receivable, net
(17,250
)
 
(3,788
)
Other accounts receivable
29,442

 
76,571

Inventories
(4,377
)
 
(26,742
)
Prepaid expenses and other assets
(12,775
)
 
400

Accounts payable
(18,782
)
 
846

Accrued payroll and benefit costs
(2,559
)
 
(26,513
)
Other current and noncurrent liabilities
23,374

 
(47,049
)
Net cash provided by operating activities
138,610

 
132,641

 
 
 
 
Investing activities:
 
 
 
Acquisition payments, net of cash acquired
(50,946
)
 
(68,502
)
Capital expenditures
(7,086
)
 
(12,624
)
Other investing activities
(8,103
)
 
1,425

Net cash used in investing activities
(66,135
)
 
(79,701
)
 
 
 
 
Financing activities:
 
 
 
Proceeds from issuance of short-term debt
63,745

 
60,420

Repayments of short-term debt
(62,937
)
 
(58,153
)
Proceeds from issuance of long-term debt
1,026,392

 
794,176

Repayments of long-term debt
(1,102,792
)
 
(721,307
)
Repurchases of common stock (Note 6)
(740
)
 
(80,749
)
Increase in bank overdrafts
6,474

 
2,692

Other financing activities, net
(6,322
)
 
888

Net cash used in financing activities
(76,180
)
 
(2,033
)
 
 
 
 
Effect of exchange rate changes on cash and cash equivalents
3,716

 
(4,919
)
 
 
 
 
Net change in cash and cash equivalents
11

 
45,988

Cash and cash equivalents at the beginning of period
160,279

 
128,319

Cash and cash equivalents at the end of period
$
160,290

 
$
174,307


The accompanying notes are an integral part of the condensed consolidated financial statements.


5

   
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)



1. ORGANIZATION
WESCO International, Inc. 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. WESCO serves over 80,000 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 Presentation
The accompanying unaudited Condensed Consolidated Financial Statements of WESCO have been prepared in accordance with Rule 10-01 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). The unaudited condensed consolidated financial information should be read in conjunction with the audited Consolidated Financial Statements and Notes thereto included in WESCO’s 2015 Annual Report on Form 10-K as filed with the SEC on February 22, 2016. The Condensed Consolidated Balance Sheet at December 31, 2015 was derived from the audited Consolidated Financial Statements as of that date, but does not include all of the disclosures required by accounting principles generally accepted in the United States of America.
The unaudited Condensed Consolidated Balance Sheet as of June 30, 2016, the unaudited Condensed Consolidated Statements of Income and Comprehensive Income for the three and six months ended June 30, 2016 and 2015, respectively, and the unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2016 and 2015, respectively, in the opinion of management, have been prepared on the same basis as the audited Consolidated Financial Statements and include all adjustments necessary for the fair statement of the results of the interim periods presented herein. All adjustments reflected in the unaudited condensed consolidated financial information are of a normal recurring nature unless indicated. The results for the interim periods presented herein are not necessarily indicative of the results to be expected for the full year.
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.
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.

6

   
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
(unaudited)


At June 30, 2016, the carrying value of WESCO’s 6.0% Convertible Senior Debentures due 2029 (the "2029 Debentures") was $180.1 million and the fair value was approximately $625.1 million. At December 31, 2015, the carrying value of WESCO’s 2029 Debentures was $177.8 million and the fair value was approximately $514.2 million. The reported carrying amounts of WESCO’s other debt instruments approximate their fair values. 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, consisting of cash and cash equivalents, accounts receivable, accounts payable and other accrued liabilities, carrying values are considered to approximate fair value due to the short maturity of these instruments.
Recently Adopted Accounting Pronouncements
In April 2015, the FASB issued Accounting Standards Update (ASU) 2015-03, Simplifying the Presentation of Debt Issuance Costs, which simplifies 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.
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 value is measured using the net asset value (NAV) per share practical expedient within the fair value hierarchy. The amendments in this ASU are effective beginning in the first quarter of 2016 and will be applied retrospectively. The adoption of this ASU is not expected to have an impact on WESCO's financial position, results of operations or cash flows; however, this updated guidance will impact the Company's defined benefit plan disclosure in its Annual Report on Form 10-K for the fiscal year ending December 31, 2016. Specifically, investments for which fair value is measured using the NAV per share practical expedient will be removed from 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 three ASUs that address implementation issues related to 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, and ASU 2016-12, Narrow-Scope Improvements and Practical Expedients. The amendments in these ASUs do not change the core principles in the revenue recognition standard outlined above. Management is currently evaluating the future impact of this guidance on WESCO's consolidated financial statements and notes thereto.
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.

7

   
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
(unaudited)


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. Management is currently evaluating 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. ACQUISITIONS
The following table sets forth the consideration paid for acquisitions:
 
Six Months Ended
(In thousands of dollars)
June 30,
2016
 
June 30,
2015
Fair value of assets acquired
$
75,458

 
$
89,786

Fair value of liabilities assumed
23,458

 
21,284

   Cash paid for acquisitions
$
52,000

 
$
68,502

Supplemental cash flow disclosure:
 
 
 
   Cash paid for acquisitions
$
52,000

 
$
68,502

   Less: cash acquired
(1,652
)
 

   Cash paid for acquisitions, net of cash acquired
$
50,348

 
$
68,502

The fair values of assets acquired and liabilities assumed during the six months ended June 30, 2016 are based upon preliminary calculations and valuations. WESCO's estimates and assumptions for its preliminary purchase price allocation are subject to change as it obtains additional information for its estimates during the respective measurement period (up to one year from the respective acquisition date).
Acquisition of Atlanta Electrical Distributors, LLC
On March 14, 2016, WESCO Distribution, Inc. 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 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 $31.3 million. The intangible assets include customer relationships of $15.8 million amortized over 13 and 14 years, a 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 Needham Electric Supply Corporation and Hill Country Electric Supply, LP
On October 30, 2015, WESCO Distribution, Inc. completed the acquisition of Needham Electric Supply Corporation, 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 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 intangible assets include customer relationships of $24.5 million amortized over 12 and 14 years, and trademarks of $6.5

8

   
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
(unaudited)


million amortized over 13 years. No residual value is estimated for the intangible assets being amortized. Management believes that the majority of goodwill is deductible for tax purposes.
On May 1, 2015, WESCO Distribution, Inc. completed the acquisition of Hill Country Electric Supply, LP, 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 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 $15.8 million. The intangible assets include customer relationships of $13.1 million amortized over 11 years, non-compete agreements of $0.2 million amortized over 5 years, and trademarks of $7.8 million amortized over 12 years. No residual value is estimated for the intangible assets being amortized. Management believes that the majority of goodwill is deductible for tax purposes.
4. GOODWILL
The following table sets forth the changes in the carrying value of goodwill:
 
Six Months Ended
 
June 30,
2016
 
June 30,
2015
 
(In thousands)
Beginning balance January 1
$
1,681,662

 
$
1,735,440

Foreign currency exchange rate changes
40,062

 
(46,201
)
Adjustments to goodwill for acquisitions (1)
18,432

 
23,879

Ending balance June 30
$
1,740,156

 
$
1,713,118

(1)
Includes a $15.2 million adjustment recorded during the three months ended June 30, 2016 to correct deferred income taxes related to prior acquisitions.
5. 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 estimated forfeitures, over the service period for awards expected to vest. The fair value of stock-settled stock 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 and performance-based awards with performance conditions is determined by the grant-date closing price of WESCO’s common stock. The forfeiture assumption is based on WESCO’s historical employee behavior that is reviewed on an annual basis. No dividends are assumed.

9

   
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
(unaudited)


During the three and six months ended June 30, 2016 and 2015, WESCO granted the following stock-settled stock appreciation rights, restricted stock units and performance-based awards at the following weighted-average fair values:
 
Three Months Ended
 
Six Months Ended
 
June 30,
2016

June 30,
2015
 
June 30,
2016
 
June 30,
2015
Stock-settled stock appreciation rights granted
4,744

 

 
708,254

 
394,182

Weighted-average fair value
$
17.22

 
$

 
$
12.90

 
$
21.68

 
 
 
 
 
 
 
 
Restricted stock units granted
137

 

 
143,305

 
78,292

Weighted-average fair value
$
54.67

 
$

 
$
42.45

 
$
69.54

 
 
 
 
 
 
 
 
Performance-based awards granted

 

 
91,768

 
59,661

Weighted-average fair value
$

 
$

 
$
47.00

 
$
67.81

The fair value of stock-settled stock appreciation rights was estimated using the following weighted-average assumptions:
 
Three Months Ended
 
Six Months Ended
 
June 30,
2016

June 30,
2015
 
June 30,
2016
 
June 30,
2015
Risk free interest rate
1.2
%

%
 
1.2
%
 
1.6
%
Expected life (in years)
5


0

 
5

 
5

Expected volatility
32
%

%
 
32
%
 
32
%
The risk-free interest rate is based on the U.S. Treasury Daily Yield Curve rates as of the grant date. The expected life is based on historical exercise experience and the expected volatility is based on the volatility of the Company's daily stock prices over a five-year period preceding the grant date.
The following table sets forth a summary of stock-settled stock appreciation rights and related information for the six months ended June 30, 2016:
 
Awards
 
Weighted-
Average
Exercise
Price
 
Weighted-
Average
Remaining
Contractual Term (In years)
 
Aggregate
Intrinsic
Value
(In thousands)
Outstanding at December 31, 2015
2,567,021

 
$
54.47

 
 
 
 
     Granted
708,254

 
42.59

 
 
 
 
     Exercised
(16,216
)
 
36.38

 
 
 
 
     Forfeited
(157,897
)
 
59.38

 
 
 
 
Outstanding at June 30, 2016
3,101,162

 
51.59

 
5.2
 
$
25,333

Exercisable at June 30, 2016
2,190,613

 
$
51.66

 
3.4
 
$
19,508


10

   
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
(unaudited)


The following table sets forth a summary of time-based restricted stock units and related information for the six months ended June 30, 2016:
 
Awards
 
Weighted-
Average
Fair
Value
Unvested at December 31, 2015
175,411

 
$
74.52

     Granted
143,305

 
42.45

     Vested
(54,879
)
 
72.57

     Forfeited
(15,486
)
 
58.97

Unvested at June 30, 2016
248,351

 
$
57.62

Performance shares are awards for which the vesting will occur based on market or performance conditions. The following table sets forth a summary of performance-based awards for the six months ended June 30, 2016:
 
Awards
 
Weighted-
Average
Fair
Value
Unvested at December 31, 2015
114,520

 
$
76.48

     Granted
91,768

 
47.00

     Vested

 

     Forfeited
(53,394
)
 
71.89

Unvested at June 30, 2016
152,894

 
$
60.39

The fair value of the performance shares granted during the six months ended June 30, 2016 was estimated using the following weighted-average assumptions:
Weighted-Average Assumptions
Grant date share price
$
42.44

WESCO expected volatility
26.3
%
Peer group median volatility
24.2
%
Risk-free interest rate
0.89
%
Correlation of peer company returns
121.5
%
The unvested performance-based awards in the table above include 76,447 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. 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 76,447 shares of performance-based awards in the table above is dependent upon the three-year average growth rate of WESCO's net income. 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.
WESCO recognized $3.4 million and $4.0 million of non-cash stock-based compensation expense, which is included in selling, general and administrative expenses, for the three months ended June 30, 2016 and 2015, respectively. WESCO recognized $7.0 million and $7.8 million of non-cash stock-based compensation expense, which is included in selling, general and administrative expenses, for the six months ended June 30, 2016 and 2015, respectively. As of June 30, 2016, there was $23.9 million of total unrecognized compensation cost related to non-vested stock-based compensation arrangements for all awards previously made, of which approximately $6.9 million is expected to be recognized over the remainder of 2016, $10.4 million in 2017, $6.0 million in 2018 and $0.6 million in 2019.

11

   
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
(unaudited)


During the six months ended June 30, 2016 and 2015, the total intrinsic value of all awards exercised was $2.7 million and $15.3 million, respectively. The gross deferred tax benefit associated with the exercise of awards for the six months ended June 30, 2016 and 2015 totaled $1.0 million and $5.5 million, respectively, and was recorded as an increase to additional capital.
6. EARNINGS PER SHARE
Basic earnings per share is computed by dividing net income by the weighted-average number of common shares outstanding during the periods. Diluted earnings per share is computed by dividing net income 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 table sets forth the details of basic and diluted earnings per share:
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
(In thousands, except per share data)
2016
 
2015
 
2016
 
2015
Net income attributable to WESCO International, Inc.
$
49,798

 
$
51,741

 
$
85,852

 
$
98,772

Weighted-average common shares outstanding used in computing basic earnings per share
42,238

 
43,997

 
42,224

 
44,200

Common shares issuable upon exercise of dilutive equity awards
569

 
767

 
494

 
795

Common shares issuable from contingently convertible debentures (see below for basis of calculation)
5,820

 
7,138

 
5,120

 
7,055

Weighted-average common shares outstanding and common share equivalents used in computing diluted earnings per share
48,627

 
51,902

 
47,838

 
52,050

Earnings per share attributable to WESCO International, Inc.
 
 

 
 
 
 
Basic
$
1.18

 
$
1.18

 
$
2.03

 
$
2.23

Diluted
$
1.02

 
$
1.00

 
$
1.79

 
$
1.90

For the three and six months ended June 30, 2016, the computation of diluted earnings per share attributable to WESCO International, Inc. excluded stock-based awards of approximately 1.5 million and 2.1 million, respectively. For the three and six months ended June 30, 2015, the computation of diluted earnings per share attributable to WESCO International, Inc. excluded stock-based awards of approximately 0.9 million. These amounts were excluded because their effect would have been antidilutive.
Because of WESCO’s obligation to settle the par value of the 2029 Debentures in cash upon conversion, WESCO is 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 exceeds the conversion price of the debentures. Only the number of shares that would be issuable under the treasury stock method of accounting for share dilution are included, which is based upon the amount by which the average stock price exceeds the conversion price. The conversion price of the 2029 Debentures is $28.87. Share dilution was limited to a maximum of 11,947,533 shares as of June 30, 2016. For the three and six months ended June 30, 2016, the effect of the 2029 Debentures on diluted earnings per share attributable to WESCO International, Inc. was a decrease of $0.14 and $0.22, respectively. For the three and six months ended June 30, 2015, the effect of the 2029 Debentures on diluted earnings per share attributable to WESCO International, Inc. was a decrease of $0.16 and $0.30, 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 million, the Company received 2,468,576 shares, of which 1,050,927 shares were received during the six months ended June 30, 2015. 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

12

   
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
(unaudited)


borrowings under its prior revolving credit facility. For purposes of computing earnings per share, share repurchases were reflected as a reduction to common shares outstanding on the respective share delivery dates.
7. DEBT
5.375% Senior Notes due 2024
On June 15, 2016, WESCO Distribution, Inc. 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 of 1933, as amended. The 2024 Notes were issued at 100% of par and are governed by an indenture (the “Indenture”) entered into on June 15, 2016 among WESCO Distribution, Inc., as issuer, WESCO International, Inc., as parent guarantor, and U.S. Bank National Association, as trustee. The 2024 Notes are unsecured senior obligations of WESCO Distribution, Inc. and are guaranteed on a senior unsecured basis by WESCO International, Inc. 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. The notes mature on June 15, 2024.
WESCO incurred costs totaling $5.9 million to issue the 2024 Notes, which are recorded as a reduction to the carrying value of the debt. The Company intends to use the net proceeds to repay its 2029 Debentures, which are redeemable on or after September 15, 2016. Until the 2029 Debentures are repaid, the Company is using the net proceeds to temporarily reduce other debt facilities for which there are no prepayment penalties.
At any time on or after June 15, 2019, WESCO Distribution, Inc. may redeem all or a part of the 2024 Notes. Between June 15, 2019 and June 14, 2020, WESCO Distribution, Inc. 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, Inc. 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, Inc. 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, Inc. may redeem all or a part of the 2024 Notes at a redemption price equal to 100% of the principal amount.
The Indenture governing the 2024 Notes 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, Inc. 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.

8. EMPLOYEE BENEFIT PLANS
A majority of WESCO’s employees are covered by defined contribution retirement savings plans for their services 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 participants' total monthly contributions up to a maximum of 6% of eligible compensation. For Canadian participants, WESCO matches contributions in an amount ranging from 3% to 5% of the participant’s 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. For the six months ended June 30, 2016 and 2015, WESCO incurred charges of $18.1 million and $14.3 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 June 30, 2016 and December 31, 2015, the Company's obligation under the deferred compensation plan was $21.2 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.
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 and a Supplemental Executive Retirement Plan for certain executives of EECOL.

13

   
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
(unaudited)


The following table reflects the components of net periodic benefit costs for the Company's defined benefit plans:
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
(In thousands of dollars)
2016
 
2015
 
2016
 
2015
Service cost
$
990

 
$
1,158

 
$
1,913

 
$
2,328

Interest cost
993

 
1,031

 
1,918

 
2,073

Expected return on plan assets
(1,372
)
 
(1,351
)
 
(2,651
)
 
(2,718
)
Recognized actuarial gain
(11
)
 
(4
)
 
(20
)
 
(8
)
Net periodic benefit cost
$
600

 
$
834

 
$
1,160

 
$
1,675

During the three and six months ended June 30, 2016, the Company made aggregate cash contributions of $0.5 million and $1.0 million, respectively, to its defined benefit plans.
9. COMMITMENTS AND CONTINGENCIES
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, Inc. 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 issues 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 has commenced an internal review of this matter and 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.
10. INCOME TAXES
The effective tax rate for the three and six months ended June 30, 2016 was 27.3% and 29.2%, respectively. The effective tax rate for the three and six months ended June 30, 2015 was 29.3% and 29.4%, respectively. WESCO’s effective tax rate is lower than the federal statutory rate of 35% due to benefits resulting from the tax effect of intercompany financing and lower rates on foreign earnings, which are partially offset by nondeductible expenses and state taxes.
The total amount of unrecognized tax benefits was reduced by $2.3 million during the six months ended June 30, 2016 to $3.1 million due to the settlement of outstanding tax matters and the expiration of statutes of limitation. At June 30, 2016, the amount of unrecognized tax benefits that would affect the effective tax rate if recognized in the consolidated financial statements was $4.5 million. 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 expiration of statutes of limitation and the settlement of state audits. Of this amount, $0.3 million could impact the effective tax rate.

14

   
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
(unaudited)


11. CONDENSED CONSOLIDATING FINANCIAL INFORMATION
WESCO International, Inc. has outstanding $344.9 million in aggregate principal amount of 2029 Debentures. The 2029 Debentures are fully and unconditionally guaranteed by WESCO Distribution, Inc., a 100% owned subsidiary of WESCO International, Inc., on a senior subordinated basis to all existing and future senior indebtedness of WESCO Distribution, Inc.
WESCO Distribution, Inc. has outstanding $500 million in aggregate principal amount of 5.375% Senior Notes due 2021 (the "2021 Notes"). The 2021 Notes are unsecured senior obligations of WESCO Distribution, Inc. and are fully and unconditionally guaranteed on a senior unsecured basis by WESCO International, Inc.
WESCO Distribution, Inc. has outstanding $350 million in aggregate principal amount of 2024 Notes. The 2024 Notes are unsecured senior obligations of WESCO Distribution, Inc. and are fully and unconditionally guaranteed on a senior unsecured basis by WESCO International, Inc.
Condensed consolidating financial information for WESCO International, Inc., WESCO Distribution, Inc. and the non-guarantor subsidiaries is presented in the following tables.
 
Condensed Consolidating Balance Sheet
 
June 30, 2016
 
 
 
 
 
 
 
 
 
 
(In thousands of dollars)
WESCO
International,
Inc.
 
WESCO
Distribution,
Inc.
 
Non-Guarantor
Subsidiaries
 
Consolidating
and
Eliminating
Entries
 
Consolidated
Cash and cash equivalents
$

 
$
35,798

 
$
124,492

 
$

 
$
160,290

Trade accounts receivable, net

 

 
1,117,983

 

 
1,117,983

Inventories

 
376,376

 
454,677

 

 
831,053

Prepaid expenses and other current assets
4

 
41,757

 
164,521

 
(8,971
)
 
197,311

Total current assets
4

 
453,931

 
1,861,673

 
(8,971
)
 
2,306,637

Intercompany receivables, net

 

 
1,615,622

 
(1,615,622
)
 

Property, buildings and equipment, net

 
52,867

 
110,990

 

 
163,857

Intangible assets, net

 
3,744

 
416,403

 

 
420,147

Goodwill

 
244,648

 
1,495,508

 

 
1,740,156

Investments in affiliates
3,482,470

 
3,941,386

 

 
(7,423,856
)
 

Other assets

 
23,799

 
38,080

 

 
61,879

Total assets
$
3,482,474

 
$
4,720,375

 
$
5,538,276

 
$
(9,048,449
)
 
$
4,692,676

 
 
 
 
 
 
 
 
 
 
Accounts payable
$

 
$
385,964

 
$
326,934

 
$

 
$
712,898

Short-term debt

 

 
43,494

 

 
43,494

Other current liabilities
15,255

 
64,065

 
144,206

 
(8,971
)
 
214,555

Total current liabilities
15,255

 
450,029

 
514,634

 
(8,971
)
 
970,947

Intercompany payables, net
1,321,223

 
294,399

 

 
(1,615,622
)
 

Long-term debt, net
180,054

 
1,023,489

 
157,115

 

 
1,360,658

Other noncurrent liabilities
19,102

 
226,553

 
172,842

 

 
418,497

Total WESCO International, Inc. stockholders' equity
1,946,840

 
2,725,905

 
4,697,951

 
(7,423,856
)
 
1,946,840

Noncontrolling interests

 

 
(4,266
)
 

 
(4,266
)
Total liabilities and stockholders’ equity
$
3,482,474

 
$
4,720,375

 
$
5,538,276

 
$
(9,048,449
)
 
$
4,692,676


15

   
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
(unaudited)


 
Condensed Consolidating Balance Sheet
 
December 31, 2015
 
 
 
 
 
 
 
 
 
 
(In thousands of dollars)
WESCO
International,
Inc.
 
WESCO
Distribution,
Inc.
 
Non-Guarantor
Subsidiaries
 
Consolidating
and
Eliminating
Entries
 
Consolidated
Cash and cash equivalents
$

 
$
38,963

 
$
121,316

 
$

 
$
160,279

Trade accounts receivable, net

 

 
1,075,257

 

 
1,075,257

Inventories

 
376,641

 
433,426

 

 
810,067

Prepaid expenses and other current assets
15

 
47,290

 
173,596

 
(8,970
)
 
211,931

Total current assets
15

 
462,894

 
1,803,595

 
(8,970
)
 
2,257,534

Intercompany receivables, net

 

 
1,964,848

 
(1,964,848
)
 

Property, buildings and equipment, net

 
56,921

 
109,818

 

 
166,739

Intangible assets, net

 
4,072

 
399,577

 

 
403,649

Goodwill

 
255,251

 
1,426,411

 

 
1,681,662

Investments in affiliates
3,309,006

 
3,827,069

 

 
(7,136,075
)
 

Other assets

 
32,601

 
27,541

 

 
60,142

Total assets
$
3,309,021

 
$
4,638,808

 
$
5,731,790

 
$
(9,109,893
)
 
$
4,569,726

 
 
 
 
 
 
 
 
 
 
Accounts payable
$

 
$
414,524

 
$
300,995

 
$

 
$
715,519

Short-term debt

 

 
43,314

 

 
43,314

Other current liabilities
15,254

 
55,129

 
127,555

 
(8,970
)
 
188,968

Total current liabilities
15,254

 
469,653

 
471,864

 
(8,970
)
 
947,801

Intercompany payables, net
1,320,240

 
644,608

 

 
(1,964,848
)
 

Long-term debt, net
177,753

 
737,490

 
523,819

 

 
1,439,062

Other noncurrent liabilities
19,102

 
216,515

 
173,375

 

 
408,992

Total WESCO International, Inc. stockholders' equity
1,776,672

 
2,570,542

 
4,565,533

 
(7,136,075
)
 
1,776,672

Noncontrolling interests

 

 
(2,801
)
 

 
(2,801
)
Total liabilities and stockholders’ equity
$
3,309,021

 
$
4,638,808

 
$
5,731,790

 
$
(9,109,893
)
 
$
4,569,726


16

   
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
(unaudited)


 
Condensed Consolidating Statement of Income and Comprehensive Income
 
Three Months Ended
 
June 30, 2016
 
 
 
 
 
 
 
 
 
 
(In thousands of dollars)
WESCO
International,
Inc.
 
WESCO
Distribution,
Inc.
 
Non-Guarantor
Subsidiaries
 
Consolidating
and
Eliminating
Entries
 
Consolidated
Net sales
$

 
$
853,028

 
$
1,087,050

 
$
(28,496
)
 
$
1,911,582

Cost of goods sold (excluding depreciation and
 
 
 
 
 
 
 
 
 
amortization)

 
682,808

 
877,801

 
(28,496
)
 
1,532,113

Selling, general and administrative expenses
11

 
142,942

 
131,570

 

 
274,523

Depreciation and amortization

 
5,098

 
11,861

 

 
16,959

Results of affiliates’ operations
54,511

 
42,518

 

 
(97,029
)
 

Interest expense (income), net
6,333

 
20,845

 
(7,726
)
 

 
19,452

Income tax (benefit) expense
(1,685
)
 
(1,108
)
 
21,476

 

 
18,683

Net income
49,852

 
44,961

 
52,068

 
(97,029
)
 
49,852

Net income attributable to noncontrolling interests

 

 
54

 

 
54

Net income attributable to WESCO International, Inc.
$
49,852

 
$
44,961

 
$
52,014

 
$
(97,029
)
 
$
49,798

Other comprehensive loss:
 
 
 
 
 
 
 
 
 
Foreign currency translation adjustments
(1,765
)
 
(1,765
)
 
(1,765
)
 
3,530

 
(1,765
)
Comprehensive income attributable to WESCO International, Inc.
$
48,087

 
$
43,196

 
$
50,249

 
$
(93,499
)
 
$
48,033


 
Condensed Consolidating Statement of Income and Comprehensive Income
 
Three Months Ended
 
June 30, 2015
 
 
 
 
 
 
 
 
 
 
(In thousands of dollars)
WESCO
International,
Inc.
 
WESCO
Distribution,
Inc.
 
Non-Guarantor
Subsidiaries
 
Consolidating
and
Eliminating
Entries
 
Consolidated
Net sales
$

 
$
884,769

 
$
1,062,255

 
$
(30,306
)
 
$
1,916,718

Cost of goods sold (excluding depreciation and
 
 
 
 
 
 
 
 
 
amortization)

 
714,088

 
851,302

 
(30,306
)
 
1,535,084

Selling, general and administrative expenses
9

 
147,911

 
127,322

 

 
275,242

Depreciation and amortization

 
4,940

 
11,199

 

 
16,139

Results of affiliates’ operations
55,029

 
46,387

 

 
(101,416
)
 

Interest expense (income), net
6,200

 
17,240

 
(4,827
)
 

 
18,613

Income tax (benefit) expense
(1,819
)
 
167

 
22,653

 

 
21,001

Net income
50,639

 
46,810

 
54,606

 
(101,416
)
 
50,639

Net loss attributable to noncontrolling interests

 

 
(1,102
)
 

 
(1,102
)
Net income attributable to WESCO International, Inc.
$
50,639

 
$
46,810

 
$
55,708

 
$
(101,416
)
 
$
51,741

Other comprehensive income:
 
 
 
 
 
 
 
 
 
Foreign currency translation adjustments
25,542

 
25,542

 
25,542

 
(51,084
)
 
25,542

Comprehensive income attributable to WESCO International, Inc.
$
76,181

 
$
72,352

 
$
81,250

 
$
(152,500
)
 
$
77,283


17

   
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
(unaudited)



 
Condensed Consolidating Statement of Income and Comprehensive Income
 
Six Months Ended
 
June 30, 2016
 
 
 
 
 
 
 
 
 
 
(In thousands of dollars)
WESCO
International,
Inc.
 
WESCO
Distribution,
Inc.
 
Non-Guarantor
Subsidiaries
 
Consolidating
and
Eliminating
Entries
 
Consolidated
Net sales
$

 
$
1,653,518

 
$
2,087,095

 
$
(53,070
)
 
$
3,687,543

Cost of goods sold (excluding depreciation and
 
 
 
 
 
 
 
 
 
amortization)

 
1,322,481

 
1,683,495

 
(53,070
)
 
2,952,906

Selling, general and administrative expenses
(366
)
 
223,149

 
321,026

 

 
543,809

Depreciation and amortization

 
10,203

 
23,129

 

 
33,332

Results of affiliates’ operations
92,970

 
33,834

 

 
(126,804
)
 

Interest expense (income), net
12,651

 
39,704

 
(14,074
)
 

 
38,281

Income tax (benefit) expense
(3,702
)
 
16,939

 
21,591

 

 
34,828

Net income
84,387

 
74,876

 
51,928

 
(126,804
)
 
84,387

Net loss attributable to noncontrolling interests

 

 
(1,465
)
 

 
(1,465
)
Net income attributable to WESCO International, Inc.
$
84,387

 
$
74,876

 
$
53,393

 
$
(126,804
)
 
$
85,852

Other comprehensive income (loss):

 


 


 


 


Foreign currency translation adjustments
80,505

 
80,505

 
80,505

 
(161,010
)
 
80,505

Post retirement benefit plan adjustments
$
(16
)
 
$
(16
)
 
$
(16
)
 
$
32

 
$
(16
)
Comprehensive income attributable to WESCO International, Inc.
$
164,876

 
$
155,365

 
$
133,882

 
$
(287,782
)
 
$
166,341



18

   
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
(unaudited)


 
Condensed Consolidating Statement of Income and Comprehensive Income
 
Six Months Ended
 
June 30, 2015
 
 
 
 
 
 
 
 
 
 
(In thousands of dollars)
WESCO
International,
Inc.
 
WESCO
Distribution,
Inc.
 
Non-Guarantor
Subsidiaries
 
Consolidating
and
Eliminating
Entries
 
Consolidated
Net sales
$

 
$
1,724,052

 
$
2,067,504

 
$
(58,508
)
 
$
3,733,048

Cost of goods sold (excluding depreciation and
 
 
 
 
 
 
 
 
 
amortization)

 
1,383,896

 
1,658,335

 
(58,508
)
 
2,983,723

Selling, general and administrative expenses
16

 
284,322

 
255,488

 

 
539,826

Depreciation and amortization

 
9,774

 
22,286

 

 
32,060

Results of affiliates’ operations
106,194

 
82,655

 

 
(188,849
)
 

Interest expense (income), net
12,388

 
35,880

 
(8,760
)
 

 
39,508

Provision for income taxes
(3,641
)
 
2,989

 
41,152

 

 
40,500

Net income
97,431

 
89,846

 
99,003

 
(188,849
)
 
97,431

Net loss attributable to noncontrolling interests

 

 
(1,341
)
 

 
(1,341
)
Net income attributable to WESCO International, Inc.
$
97,431

 
$
89,846

 
$
100,344

 
$
(188,849
)
 
$
98,772

Other comprehensive loss:

 


 


 


 


Foreign currency translation adjustments
(88,257
)
 
(88,257
)
 
(88,257
)
 
176,514

 
(88,257
)
Comprehensive income attributable to WESCO International, Inc.
$
9,174

 
$
1,589

 
$
12,087

 
$
(12,335
)
 
$
10,515



19

   
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
(unaudited)


 
Condensed Consolidating Statement of Cash Flows
 
Six Months Ended
 
June 30, 2016
 
 
 
 
 
 
 
 
 
 
(In thousands of dollars)
WESCO
International,
Inc.
 
WESCO
Distribution,
Inc.
 
Non-Guarantor
Subsidiaries
 
Consolidating
and Eliminating
Entries
 
Consolidated
Net cash (used in) provided by operating activities
$
(233
)
 
$
(236,891
)
 
$
375,734

 
$

 
$
138,610

Investing activities:

 

 

 

 

Capital expenditures

 
(5,507
)
 
(1,579
)
 

 
(7,086
)
Acquisition payments, net of cash acquired

 
(50,946
)
 

 

 
(50,946
)
Dividends received from subsidiaries

 
31,234

 

 
(31,234
)
 

Other

 
(23,477
)
 
627

 
14,747

 
(8,103
)
Net cash used in investing activities

 
(48,696
)
 
(952
)
 
(16,487
)
 
(66,135
)
Financing activities:
 
 
 
 
 
 
 
 
 
Borrowings
973

 
919,017

 
193,624

 
(23,477
)
 
1,090,137

Repayments

 
(636,747
)
 
(537,712
)
 
8,730

 
(1,165,729
)
Dividends paid by subsidiaries

 

 
(31,234
)
 
31,234

 

Other
(740
)
 
152

 

 

 
(588
)
Net cash provided by (used in) financing activities
233

 
282,422

 
(375,322
)
 
16,487

 
(76,180
)
Effect of exchange rate changes on cash and cash equivalents

 

 
3,716

 

 
3,716

Net change in cash and cash equivalents

 
(3,165
)
 
3,176

 

 
11

Cash and cash equivalents at the beginning of period

 
38,963

 
121,316

 

 
160,279

Cash and cash equivalents at the end of period
$

 
$
35,798

 
$
124,492

 
$

 
$
160,290























20

   
WESCO INTERNATIONAL, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)
(unaudited)


 
Condensed Consolidating Statement of Cash Flows
 
Six Months Ended
 
June 30, 2015
 
 
 
 
 
 
 
 
 
 
(In thousands of dollars)
WESCO
International,
Inc.
 
WESCO
Distribution,
Inc.
 
Non-Guarantor
Subsidiaries
 
Consolidating
and Eliminating
Entries
 
Consolidated
Net cash provided by operating activities
$
2,440

 
$
91,787

 
$
38,414

 
$

 
$
132,641

Investing activities:

 

 

 

 

Capital expenditures

 
(7,144
)
 
(5,480
)
 

 
(12,624
)
Acquisition payments, net of cash acquired

 
(68,502
)
 

 

 
(68,502
)
Dividends received from subsidiaries

 
32,600

 

 
(32,600
)
 

Other

 
(100,639
)
 
10,155

 
91,909

 
1,425

Net cash used in investing activities

 
(143,685
)
 
4,675

 
59,309

 
(79,701
)
Financing activities:
 
 
 
 
 
 
 
 
 
Borrowings
76,769

 
598,269

 
280,197

 
(100,639
)
 
854,596

Repayments

 
(537,194
)
 
(250,996
)
 
8,730

 
(779,460
)
Equity activities
(80,749
)
 

 

 

 
(80,749
)
Dividends paid by subsidiaries

 

 
(32,600
)
 
32,600

 

Other
1,540

 
2,040

 

 

 
3,580

Net cash (used in) provided by financing activities
(2,440
)
 
63,115

 
(3,399
)
 
(59,309
)
 
(2,033
)
Effect of exchange rate changes on cash and cash equivalents

 

 
(4,919
)
 

 
(4,919
)
Net change in cash and cash equivalents

 
11,217

 
34,771

 

 
45,988

Cash and cash equivalents at the beginning of period

 
32,508

 
95,811

 

 
128,319

Cash and cash equivalents at the end of period
$

 
$
43,725

 
$
130,582

 
$

 
$
174,307

Revisions
The unaudited Condensed Consolidating Statement of Cash Flows for the six months ended June 30, 2015 was revised to appropriately present dividends paid by the non-guarantor subsidiaries and dividends received by WESCO Distribution, Inc. The revisions did not impact the consolidated amounts previously reported, nor did they impact the Company's obligations under the 2021 Notes or the 2029 Debentures.
As described in Note 2, the Company adopted certain accounting pronouncements during the first quarter of 2016 that were effective beginning this fiscal year. The adoption of such guidance resulted in certain reclassifications to amounts previously reported in the Condensed Consolidating Balance Sheet at December 31, 2015.
12. SUBSEQUENT EVENTS
The Company evaluated subsequent events and concluded that no subsequent events have occurred that would require recognition in the unaudited Condensed Consolidated Financial Statements or disclosure in the Notes thereto.


21


WESCO INTERNATIONAL, INC. AND SUBSIDIARIES


Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion should be read in conjunction with the information in the unaudited condensed consolidated financial statements and notes thereto included herein and WESCO International, Inc.’s Consolidated Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in its 2015 Annual Report on Form 10-K. The matters discussed herein may contain forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially from expectations. Certain of these risks are set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, as well as the Company’s other reports filed with the Securities and Exchange Commission.