1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] for the fiscal year ended December 29, 2000 or ___ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] for the transition period from __________ to __________ COMMISSION FILE NUMBER 1-14989 A. Full title of the plan and address of the plan, if different from that of the issuer named below: WESCO DISTRIBUTION, INC. RETIREMENT SAVINGS PLAN B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive offices: WESCO INTERNATIONAL, Inc. Commerce Court, Suite 700 Four Station Square Pittsburgh, Pennsylvania 15219
2 WESCO DISTRIBUTION, INC. RETIREMENT SAVINGS PLAN FINANCIAL STATEMENTS DECEMBER 29, 2000 AND 1999
3 REPORT OF INDEPENDENT ACCOUNTANTS To the Investment and Administrative Committees of WESCO Distribution, Inc. Retirement Savings Plan In our opinion, the accompanying statements of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the WESCO Distribution, Inc. Retirement Savings Plan (the Plan) at December 29, 2000 and 1999, and the changes in net assets available for benefits for the year ended December 29, 2000 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes 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. We believe that our audits provide a reasonable basis for our opinion. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ PricewaterhouseCoopers LLP Pittsburgh, Pennsylvania April 6, 2001
4 WESCO DISTRIBUTION, INC. RETIREMENT SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 29, 2000 AND 1999 - -------------------------------------------------------------------------------- 2000 1999 Investments, at fair value (Note 6) $228,644,477 $237,921,321 Receivables: Employee contributions 899,567 949,085 Employer matching contributions 327,281 346,999 Accrued interest 50,556 49,343 ------------ ------------ Net assets available for benefits $229,921,881 $239,266,748 ============ ============ The accompanying notes are an integral part of these financial statements. - 2 -
5 WESCO DISTRIBUTION, INC. RETIREMENT SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED DECEMBER 29, 2000 - -------------------------------------------------------------------------------- Additions: Employee contributions $ 13,155,694 Employee rollovers 2,852,688 Employer contributions 4,725,461 ------------ 20,733,843 Interest and dividend income 614,543 ------------ Total additions 21,348,386 ------------ Deductions: Distributions to withdrawing participants, at fair value 22,609,713 Net depreciation from registered investment companies 5,278,810 Net depreciation from common/collective trust funds 516,224 Net depreciation from stock funds 2,288,506 ------------ Total deductions 30,693,253 ------------ Net decrease 9,344,867 Net assets available for benefits, beginning of year 239,266,748 ------------ Net assets available for benefits, end of year $229,921,881 ------------ The accompanying notes are an integral part of these financial statements. - 3 -
6 WESCO DISTRIBUTION, INC. RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 29, 2000 AND 1999 - -------------------------------------------------------------------------------- 1. MAJOR FEATURES OF THE PLAN WESCO Distribution, Inc. Retirement Savings Plan (the Plan) was established as of February 28, 1994 (date of inception). At the date of inception, certain employees of the predecessor company became employees of WESCO Distribution, Inc. (the Company) and participants in the Plan. At the date of inception, all funds held by the prior plans related to the transferred employees were transferred to the Plan. The Plan covers the current employees of the Company and those former employees with a fund balance of at least $5,000 who elected to maintain their funds in the Plan. Former employees cannot make contributions to the Plan. The Plan is subject to the Employee Retirement Income Security Act of 1974 (ERISA). Under the Plan, participants may elect to make contributions on a tax deferred basis in the form of a payroll deduction (Tax Deferred Contributions) ranging from 1% up to the lesser of 15% of their compensation or $10,500. In addition, employees may elect to make contributions on an after-tax basis in the form of a payroll deduction (After-Tax Contributions) ranging from 1% up to the lesser of 15% of their compensation or $10,500. The $10,500 may be adjusted in future years by the Internal Revenue Service. The sum of the Tax Deferred Contributions and the After-Tax Contributions cannot exceed 15% of the participant's compensation. Subject to limitation, the Company will make contributions (Regular Company Contributions) in an amount equal to 50% of a participant's total monthly contributions up to a maximum of 6%. In addition, the Company may, at the Board of Directors' discretion, make a profit sharing contribution (Company Profit Sharing Contribution) to the Plan provided certain predetermined profit levels are attained. The Company did not make a Profit Sharing Contribution for the year ended December 29, 2000. Participants are fully vested in the value of their contributions and related investment income at all times and vest in their allocated share of employer contributions according to the following schedule: Less than three years of service 0% Three years of service 33% Four years of service 66% Five or more years of service 100% In conjunction with a leveraged recapitalization of the Company all active employees as of June 5, 1998 became fully vested. Employer contributions forfeited by participants not vested at their termination date are used to reinstate previously forfeited account balances of former participants who have returned to employment with the Company, or to reduce employer contributions in accordance with the plan document. Total forfeitures that reduced employer contributions in 2000 were approximately $112,000. -4-
7 WESCO DISTRIBUTION, INC. RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 29, 2000 AND 1999 - -------------------------------------------------------------------------------- Nine funds were available for investment of contributions to the Plan as of December 29, 2000. A brief description of the investment options is as follows: FUND DESCRIPTION American Express Trust Income Fixed income fund that invests in insurance and bank investment Fund II contracts to preserve principal and income American Express Trust Equity Index Diversified corporate stock fund that seeks to achieve a return Fund I as close as possible to the Standard and Poor's 500 Stock Index AXP Selective Fund Investment grade bond fund that seeks current income and preservation of capital American Balanced Fund Broadly diversified fund that invests in securities and bonds for the preservation of capital, current income and long-term growth of capital and income AXP New Dimension Fund Common stock fund that seeks companies showing potential for significant growth for long-term growth of capital PIMCO Opportunity Fund Common stock fund that seeks companies with small equity capitalization to achieve capital appreciation Templeton Foreign Fund Aggressive long-term capital growth fund that invests in common stocks of companies outside the U.S. American Century Value Fund Long-term capital growth fund that invests in securities that its management believes are undervalued at the time WESCO International Stock Fund Fund which invests in the stock of WESCO International, Inc. In addition, participant account balances transferred from the prior plans may remain invested in the Viacom (formerly CBS Corporation) Pooled Stock Fund, although no future contributions may be invested in the Viacom Pooled Stock Fund. Investment income earned by the Viacom Pooled Stock Fund is invested in the American Express Trust Income Fund II in accordance with the plan document. As a result of the initial public offering of WESCO International, Inc., participants were also given the option to invest in the WESCO International Stock Fund effective July 1, 1999. An account is maintained for each participant, which is credited with the participant's contributions and an allocation of Company contributions and plan earnings. Allocations are based on participant contributions or account balances, as defined by the Plan. The benefit to which a participant is entitled is the benefit that can be provided from that participant's account. The Investment Committee and the Administrative Committee of the Company's Board of Directors administer the Plan. Reference should be made to the Prospectus, "What Does Your Future Hold?", for additional information on the Plan. -5-
8 WESCO DISTRIBUTION, INC. RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 29, 2000 AND 1999 - -------------------------------------------------------------------------------- 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The financial statements of the Plan have been prepared in conformity with generally accepted accounting principles. The following are the significant accounting policies followed by the Plan: INVESTMENT VALUATION Investments are carried at fair value in the accompanying financial statements. Investments in registered investment companies and common/collective trust funds are valued by the trustee based on market values of all assets in the funds' securities portfolio and the number of units in the funds owned by the Plan. Investments in insurance contracts included in the American Express Trust Income Fund II are stated at contract value. Contract value represents contributions made under the contract, plus earnings, less withdrawals and administrative expenses. The fund purchases contracts which provide that withdrawals from the contract to make employee benefit payments will be made at contract value, with no loss of principal. However, since a portion of the fund is invested in long-term contracts which, by their nature, cannot be liquidated without loss of principal, the fund reserves the right to take up to one year to honor a request for withdrawal. There are no reserves against the contract value for credit risk of the issuer. The average yield was approximately 6% for those contracts. Investments in the Viacom Pooled Stock Fund and WESCO International Stock Fund are valued at quoted market prices. Participant loans are valued at cost which approximates fair value. NET APPRECIATION (DEPRECIATION) IN VALUE OF INVESTMENTS The Plan presents in the statement of changes in net assets available for benefits the net appreciation (depreciation) in the fair value of its investments, which consists of the realized gains (losses) and the unrealized appreciation (depreciation) in common/collective trusts, registered investment companies and Viacom and WESCO International stock. USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles requires management to make significant estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of additions and deductions during the reporting period. Actual results could differ from those estimates. RISKS AND UNCERTAINTIES The Plan provides for various investment options in any combination of stocks, bonds, fixed income securities and other investment securities. Investment securities are exposed to various risks, such as interest rate, market and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in the near-term could materially affect participants' account balances and the amounts reported in the statements of net assets available for benefits and the statement of changes in net assets available for benefits. OTHER Administrative expenses, excluding participant loan setup fees, distribution fees and hardship withdrawal fees, are paid by the Company and, therefore, are not expenses of the Plan. -6-
9 WESCO DISTRIBUTION, INC. RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 29, 2000 AND 1999 - -------------------------------------------------------------------------------- Benefits are recorded when paid. Dividend income is recorded on the ex-dividend date. 3. TAX STATUS The Internal Revenue Service has ruled that the Plan qualifies under Section 401(a) of the Internal Revenue Code and, therefore, is exempt from federal income taxes under provisions of Section 501(a). Accordingly no provision for income taxes has been included in the Plan's financial statements. 4. EMPLOYEE LOANS Participants are permitted to borrow against a portion of their vested account balance within the prescribed limitations and pursuant to nondiscriminatory rules established by the Administrative Committee. Each loan is to be repaid over a period not to exceed five years. The interest rate applied to employee loans is established each month by the Administrative Committee at 1% above the PNC Bank prime interest rate. The interest rate on new loans ranged between 9.5% and 10.5% for the period December 30, 1999 to December 29, 2000. Principal and interest payments are generally made through monthly payroll deductions and are credited to the participant's individual account. Loans of approximately $3,684,000 were made from the Plan and loan principal repayments of approximately $3,790,000 were received by the Plan for the year ended December 29, 2000. Interest of approximately $613,000 was received by the Plan for the year ended December 29, 2000 related to employee loans. 5. PLAN TERMINATION Although the Company has not expressed any intent to do so, it has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event the Plan terminates, participants will become 100% vested in their accounts. -7-
10 WESCO DISTRIBUTION, INC. RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 29, 2000 AND 1999 - -------------------------------------------------------------------------------- 6. INVESTMENTS Investments representing 5% or more of the net assets available for benefits as of December 29, 2000 and 1999 were as follows: 2000 1999 American Express Trust Income Fund II $52,261,139 $56,488,183 American Express Trust Equity Index Fund II -- 42,324,204 American Express Trust Equity Index Fund I 36,682,066 -- American Balanced Fund 19,356,693 17,422,291 AXP New Dimension Fund 63,185,416 67,904,001 PIMCO Opportunity Fund 19,277,807 14,525,897 Viacom Pooled Stock Fund 10,555,579 14,219,929 7. RELATED PARTY TRANSACTIONS Certain investments of the Plan are mutual funds managed by American Express. The trustee of the Plan is American Express Trust Company and, therefore, these transactions qualify as party-in-interest transactions. -8-
11 WESCO DISTRIBUTION, INC. RETIREMENT SAVINGS PLAN SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR EIN 25-1723345, PLAN NUMBER 001 DECEMBER 29, 2000 - -------------------------------------------------------------------------------- FAIR ISSUER DESCRIPTION VALUE American Express Trust American Express Trust Income Company* Fund II $ 52,261,139 American Express Trust American Express Trust Equity Company* Index Fund I 36,682,066 American Express Financial* AXP Selective Fund 4,825,436 American Funds American Balanced Fund 19,356,693 American Express Financial* AXP New Dimension Fund 63,185,416 PIMCO Funds PIMCO Opportunity Fund 19,277,807 Templeton Group Templeton Foreign Fund 6,198,445 American Century Investments American Century Value Fund 5,485,081 Viacom Viacom Pooled Stock Fund 10,555,579 WESCO International, Inc.* WESCO International Stock Fund 3,958,476 Participant Loans* 7% - 10.5%, due at various dates 6,858,339 ------------ $228,644,477 ============ *Denotes party-in-interest -9-
12 EXHIBITS The following exhibits are filed or incorporated as part of this report: Exhibit Number Description ------- ----------- 23.1 Consent of PricewaterhouseCoopers LLP (Filed herewith)
13 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Administrative Committee for the WESCO Distribution, Inc. Retirement Savings Plan has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized. WESCO DISTRIBUTION, INC RETIREMENT SAVINGS PLAN Date: June 27, 2001 By: /s/ Stephen A. Van Oss
1 Exhibit 23 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-91187) of WESCO International, Inc. of our report dated April 6, 2001, relating to the financial statements of the WESCO Distribution, Inc. Retirement Savings Plan, which appears in this Form 11-K. Pittsburgh, Pennsylvania June 27, 2001