UNITED STATES 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, 2002 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. 225 West Station Square Drive Suite 700 Pittsburgh, Pennsylvania 15219-1122
WESCO DISTRIBUTION, INC. RETIREMENT SAVINGS PLAN CONTENTS DECEMBER 29, 2002 AND 2001 - -------------------------------------------------------------------------------- PAGE(S) REPORT OF INDEPENDENT ACCOUNTANTS...........................................1 FINANCIAL STATEMENTS Statements of Net Assets Available for Benefits.............................2 Statement of Changes in Net Assets Available for Benefits...................3 Notes to Financial Statements.............................................4-8 SUPPLEMENTAL SCHEDULE Schedule H, line 4(i) - Schedule of Assets (Held at End of Year).........9-12 Exhibits...................................................................13 Signature..................................................................13
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, 2002 and 2001, and the changes in net assets available for benefits for the year ended December 29, 2002 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 at End of Year) 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 May 9, 2003 1
WESCO DISTRIBUTION, INC. RETIREMENT SAVINGS PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 29, 2002 AND 2001 - -------------------------------------------------------------------------------- 2002 2001 Investments (Notes 2 and 6) $191,073,232 $217,692,266 Receivables Employee contributions 347,809 474,098 Employer matching contributions 144,346 173,606 Accrued interest 22,592 21,067 ------------ ------------ Net assets available for benefits $191,587,979 $218,361,037 ============ ============ The accompanying notes are an integral part of these financial statements. 2
WESCO DISTRIBUTION, INC. RETIREMENT SAVINGS PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEAR ENDED DECEMBER 29, 2002 - -------------------------------------------------------------------------------- ADDITIONS Employee contributions $ 11,840,826 Employee rollovers 317,654 Employer contributions 3,894,201 ------------ 16,052,681 Interest and dividend income 455,056 ------------ Total additions 16,507,737 ------------ DEDUCTIONS Distributions to withdrawing participants, at fair value 18,511,398 Net depreciation from registered investment companies 20,061,499 Net depreciation from common/collective trust funds 4,123,049 Net depreciation from stock funds and self-directed accounts 584,849 ------------ Total deductions 43,280,795 ------------ Net decrease 26,773,058 NET ASSETS AVAILABLE FOR BENEFITS Beginning of year 218,361,037 ------------ End of year $191,587,979 ============ The accompanying notes are an integral part of these financial statements. 3
WESCO DISTRIBUTION, INC. RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 29, 2002 AND 2001 - -------------------------------------------------------------------------------- 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 percent up to the lesser of 15 percent of their compensation or $11,000. 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 percent up to the lesser of 15 percent of their compensation or $11,000. The $11,000 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 percent of the participant's compensation. Subject to limitation, the Company will make contributions ("Regular Company Contributions") in an amount equal to 50 percent of a participant's total monthly contributions up to a maximum of 6 percent. 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, 2002. 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 2002 were approximately $413,000 4
WESCO DISTRIBUTION, INC. RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 29, 2002 AND 2001 - -------------------------------------------------------------------------------- Eleven options were available for investment of contributions to the Plan as of December 29, 2002. A brief description of the investment options is as follows: FUND DESCRIPTION American Express Trust Income Fixed income fund that invests Fund II exclusively in American Express Trust Income Fund I, which invests in a diversified pool of insurance and bank investment contracts and book value investment contracts of varying maturity size and yield to preserve principal and income American Express Trust Equity Diversified corporate stock fund that Index Fund I seeks to achieve a return 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 United States American Century Value Fund Long-term capital growth fund that invests in securities that its management believes are undervalued at the time MFS Value Fund Diversified fund that invests in income-producing equities, fixed-income securities, and foreign securities WESCO International Stock Fund Fund that invests in the stock of WESCO International, Inc. Self-Directed Brokerage Account Account that provides participants access to a wide range of common stocks and mutual funds beyond those available through the Plan. 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 5
WESCO DISTRIBUTION, INC. RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 29, 2002 AND 2001 - -------------------------------------------------------------------------------- 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. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ACCOUNTING PRINCIPLES The financial statements of the Plan have been prepared in accordance with accounting principles generally accepted in the United States of America. The following are the significant accounting policies followed by the Plan: BASIS OF ACCOUNTING The accounting records of the Plan are maintained on the accrual basis of accounting. INVESTMENT VALUATION AND INCOME RECOGNITION Investments are carried at fair value in the accompanying financial statements. Investments in registered investment companies, common/collective trust funds and common stocks 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 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. Purchases and sales of securities are recorded on a settlement date basis. Dividends are recorded on the ex-dividend date. 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, Viacom and WESCO International stock and other common stocks. USE OF ESTIMATES The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make significant estimates and assumptions. These may 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. 6
WESCO DISTRIBUTION, INC. RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 29, 2002 AND 2001 - -------------------------------------------------------------------------------- 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. Benefits are recorded when paid. 3. TAX STATUS By a favorable determination letter dated January 31, 1996, the Internal Revenue Service (IRS) has ruled that the Plan qualifies under Section 401(a) of the Internal Revenue Code (IRC) and, therefore, is exempt from federal income taxes under provisions of Section 501(a). On December 27, 2002, the Plan filed its current plan document with the IRS to obtain a new determination letter. The Company has not received a response from the IRS. The plan administrator believes that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. 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 percent above the PNC Bank prime interest rate. The interest rate on new loans ranged between 5.3 percent and 6.0 percent for the period December 30, 2001 to December 29, 2002. Principal and interest payments are generally made through monthly payroll deductions and are credited to the participant's individual account. Loans of approximately $2,692,000 were made from the Plan and loan principal repayments of approximately $2,894,000 were received by the Plan for the year ended December 29, 2002. Interest of approximately $437,000 was received by the Plan for the year ended December 29, 2002 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 percent vested in their accounts, and all vested assets shall be distributed to such participants in accordance with the terms of the Plan, or in such other manner, not inconsistent with the requirements of any applicable law or regulation, as the Company may in its sole discretion determine. 7
WESCO DISTRIBUTION, INC. RETIREMENT SAVINGS PLAN NOTES TO FINANCIAL STATEMENTS DECEMBER 29, 2002 AND 2001 - -------------------------------------------------------------------------------- 6. INVESTMENTS Investments representing 5 percent or more of the net assets available for benefits as of December 29, 2002 and 2001 were as follows: 2002 2001 American Express Trust Income Fund II $60,815,296 $55,526,062 American Express Trust Equity Index Fund I 21,667,895 30,435,480 American Balanced Fund 21,022,392 23,810,287 AXP New Dimension Fund 35,539,734 49,893,506 PIMCO Opportunity Fund 10,596,247 15,655,044 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
WESCO DISTRIBUTION, INC. RETIREMENT SAVINGS PLAN SCHEDULE OF ASSETS (HELD AT END OF YEAR) EIN 25-1723345, PLAN NUMBER 001 DECEMBER 29, 2002 SCHEDULE H, LINE 4i - ------------------------------------------------------------------------------- FAIR ISSUER DESCRIPTION VALUE American Express Trust American Express Trust Income Company* Fund II $60,815,296 American Express Trust American Express Trust Equity Company* Index Fund I 21,667,895 American Express Financial* AXP Selective Fund 8,068,246 American Funds American Balanced Fund 21,022,392 American Express Financial* AXP New Dimension Fund 35,539,734 PIMCO Funds PIMCO Opportunity Fund 10,596,247 Templeton Group Templeton Foreign Fund 5,378,663 American Century Investments American Century Value Fund 8,564,999 MFS Family of Funds MFS Value Fund 1,139,303 Viacom Viacom Pooled Stock Fund 7,846,934 WESCO International, Inc.* WESCO International Stock Fund 3,868,215 Participant Loans* 5.3% - 10.5%, due at various dates 5,628,226 ABB Ltd. Adr Common Stock 16,245 AES Corp. Common Stock 190 AOL Time Warner Inc. Common Stock 3,682 APW Limited Common Stock 1 AT&T Wireless Services Common Stock 611 Active Link Comm Inc. Common Stock 245 Adobe Systems Inc. Common Stock 5,036 Advanced Micro Devices, Inc. Common Stock 4,566 Altera Corp. Common Stock 1,224 Amazon Com Inc. Common Stock 1,245 American Century Investments American Century Equity Income Fund 9,343 American Century Investments American Century Cap Portfolio Fund 8,982 Amgen Common Stock 2,180 Applied Materials, Inc. Common Stock 3,786 Art Technology Inc. Common Stock 118 Artemis Intl Solutions Corp. Common Stock 21 BT Funds BT Investment Fund 15,062 Berger Funds Berger Mid Cap Growth Fund 5,212 Berkshire Hathaway Inc. Common Stock 2,419 Berwyn Group Berwyn Income Fund 25,704 Big Dog Holdings Inc. Common Stock 247 Boeing Co. Common Stock 3,880 Brandywine Funds Brandywine Mid-Cap Growth Fund 24,312 Brazos Mutual Funds Brazos Micro Cap Y Fund 3,309 Budget Group Inc. Common Stock 4,599 CTS Corp. Common Stock 796 Calpine Corp. Common Stock 442 Centerpoint Energy Inc. Common Stock 1,625 Chiral Quest Inc. Common Stock 91 9
WESCO DISTRIBUTION, INC. RETIREMENT SAVINGS PLAN SCHEDULE OF ASSETS (HELD AT END OF YEAR) EIN 25-1723345, PLAN NUMBER 001 DECEMBER 29, 2002 SCHEDULE H, LINE 4i - -------------------------------------------------------------------------------- ISSUER DESCRIPTION VALUE Cisco Systems Inc. Common Stock 3,643 Comdisco Holding Company Inc. Common Stock 164 Corning Inc. Common Stock 786 DCH Technology Inc. Common Stock 27 Walt Disney Co. Common Stock 2,402 Dodge & Cox Funds Dodge & Cox Balanced Fund 18,719 Dynegy Inc. Class A Common Stock 1,040 Earthshell Corp. Common Stock 945 Eclipse Funds Eclipse Balanced Fund 18,799 Enron Corp. Common Stock 6 Entrx Corp. Common Stock 82 Ericcson LM Telephone Co. Common Stock 68 Federal Mogul Corp. Common Stock 1,199 Ford Motor Co. Common Stock 958 Fremont Investment Advisors Fremont U.S. Micro-Cap Fund 8,292 Gabelli Funds Gabelli Gold Fund 9,905 Gabelli Funds Gabelli Small Cap Growth Fund 8,961 Gabelli Funds Gabelli Growth Fund 4,357 Genetech Inc. Common Stock 2,005 General Electric Common Stock 1,482 General Motors Common Stock 1,279 Genesis Microchip Inc. Common Stock 23,083 Genetronics Biomedical Ltd. Common Stock 1,680 Global Crossing Ltd. Common Stock 47 Goodyear Tire & Rubber Common Stock 660 Halliburton Co. Common Stock 3,128 Home Depot Inc. Common Stock 3,566 ICN Pharmaceuticals, Inc. Common Stock 1,130 Icon Funds Icon Information Technology Fund 6,995 Intel Corp. Common Stock 7,134 Interliant Inc. Common Stock 2 JDS Uniphase Corp. Common Stock 5,020 Janus Funds Janus Growth and Income Fund 8,446 Kmart Corp. Common Stock 1,210 Kaire Holdings Inc. Common Stock 14 Krispy Kreme Doughnuts Inc. Common Stock 6,600 LTV Corp. Common Stock 12 LSI Logic Corp. Common Stock 1,015 LA Quinta Corp. Common Stock 43,456 Leap Wireless International Inc. Common Stock 25 MTR Gaming Group Inc. Common Stock 321 McData Corp. Class B Common Stock 578 Medical Action Industries, Inc. Common Stock 3,242 Meridian Funds Meridian Value Fund 4,531 10
WESCO DISTRIBUTION, INC. RETIREMENT SAVINGS PLAN SCHEDULE OF ASSETS (HELD AT END OF YEAR) EIN 25-1723345, PLAN NUMBER 001 DECEMBER 29, 2002 SCHEDULE H, LINE 4i - -------------------------------------------------------------------------------- FAIR ISSUER DESCRIPTION VALUE Metro One Telecommunications, Inc. Common Stock 161 Microsoft Corp. Common Stock 7,363 Microtone Inc. Common Stock 163 Motorola Inc. Common Stock 1,710 Neuberger Berman Neuberger Berman Genesis Trust Fund 4,868 Net Bank Inc. Common Stock 2,805 Nextel Communications Inc. Common Stock 604 Nisource Inc. Common Stock 212 Nokia Corp. Common Stock 3,888 Nortel Networks Corp. New Common Stock 65 Novatel Wireless, Inc. Common Stock 126 N2H2 Inc. Common Stock 17 Nvidia Corp. Common Stock 478 Oakmark Funds Harris Associates Oakmark I Fund 8,445 Oracle Corp. Common Stock 9,711 Owens Corning Comm Common Stock 135 PCM Global Health D Common Stock 4,546 PNC Financial Services Group Common Stock 5,252 Panera Bread Co. Class A Common Stock 4,237 Paychex Inc. Common Stock 5,472 Philip Morris Cos Common Stock 2,066 Photoworks, Inc. Common Stock 13 Pimco Funds Pimco Total Return Fund 9,379 Polymedica Corp. Common Stock 41,491 Purchase Pro.Com Inc. Common Stock - Quadramed Corporation Common Stock 354 Qualcomm Inc. Common Stock 5,591 RBB Family RBB Boston Partners Mid Cap Value Fund 7,439 RBB Family RBB Boston Partners Large Capital Value Fund 4,235 Ralcorp. Holdings Inc. Common Stock 1,225 Real Networks Inc. Common Stock 378 Reliant Resources Inc. Common Stock 12,735 T Rowe Price Funds T Rowe Price Capital Appreciation Fund 14,825 T Rowe Price Funds T Rowe Price GNMA Fund 4,621 RSA Sec. Inc. Common Stock 599 Shaw Group Inc. Common Stock 1,639 Siebel Systems Common Stock 1,140 Solomon Alliance Group Common Stock 40 Sprint Corp. PCS Group Common Stock 452 Storage Com Common Stock 840 Savvis Communications Corp. Common Stock 40 Starrett L S Company Common Stock 845 11
WESCO DISTRIBUTION, INC. RETIREMENT SAVINGS PLAN SCHEDULE OF ASSETS (HELD AT END OF YEAR) EIN 25-1723345, PLAN NUMBER 001 DECEMBER 29, 2002 SCHEDULE H, LINE 4i - -------------------------------------------------------------------------------- FAIR ISSUER DESCRIPTION VALUE Sun Microsystems Inc. Common Stock 3,900 Taiwan Semiconductor Manufacturing Co. Common Stock 558 Take-2 Interactive Sft Common Stock 2,403 Tellabs Inc. Common Stock 1,412 Teragloralcom Corp. Common Stock - Texas Instruments Inc. Common Stock 3,058 Torch Offshore, Inc. Common Stock 5,200 Triquint Semiconductor Inc. Common Stock 662 Tyco International Ltd Common Stock 607 USG Corporation Common Stock 1,736 Ultra Petroleum Corp. Common Stock 14,400 United Energy Corp. Common Stock 31,200 US AIR Group Common Stock 671 Uromed Corp. Common Stock 1 VA Software Corporation Common Stock 1,030 Vanguard Group Vanguard Income Fund 10,980 Vanguard Group Vanguard Wellesley Income Fund 11,098 Vanguard Group Vanguard GNMA Portfolio Fund 3,901 Veritas Software Common Stock 829 Wal-Mart Stores Inc. Common Stock 4,916 Muhlenkamp Fund Wexford Muhlenkamp Fund 8,124 William Cos Common Stock 110 Worldcom, Inc. Common Stock 152 American Express Financial* AXP European Equity Fund (Class Y) 6,484 Fremont Funds Fremont Mutual Funds Inc. 8,292 Harbor Fund Harbor International Fund Inst. 10,134 Harbor Fund Harbor Bond Institutional Class Fund 5,325 Oakmark Funds Oakmark Equity and Income Fund (1) 20,198 PIMCO Funds PIMCO FDS Multi Manager Ser. 4,370 Dresdner RCM Global Investors RCM Global Health D. 4,546 The Reserve Funds Reserve Fund Inc. CL A 223,158 Third Avenue Funds Third Ave Tr. 7,494 Thompson Plumb and Associates Thompson Plumb Funds Inc. 4,118 Weitz Funds Weitz Partners Value Fund 11,123 Weitz Funds Weitz Ser. Fund Inc. 2,500 ------------ $191,073,232 ============ *Denotes party-in-interest. 12
EXHIBITS The following exhibits are filed or incorporated as part of this report: Exhibit Number Description ------- ----------- 23.01 Consent of PricewaterhouseCoopers LLP (filed herewith) 99.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. WESCO DISTRIBUTION, INC. RETIREMENT SAVINGS PLAN Date: June 25, 2003 By: /s/ Stephen A. Van Oss --------------------------- Stephen A. Van Oss Chairman, Administrative Committee 13
EXHIBIT 23.01 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 May 9, 2003 relating to the financial statements of the WESCO Distribution, Inc. Retirement Savings Plan, which appears in this Form 11-K. /s/ PricewaterhouseCoopers LLP - ------------------------------ Pittsburgh, Pennsylvania June 24, 2003 14
EXHIBIT 99.1 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 the WESCO Distribution, Inc. Retirement Savings Plan (the "Plan") on Form 11-K for the year ended December 29, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned, the Chairman of the Administrative Committee of the Plan and functioning as the "chief executive officer" and "chief financial officer" of the Plan, hereby certifies in such capacity 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. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fully presents, in all material respects, the net assets available and changes in net assets available, for benefits of the Plan. Date: June 25, 2003 By: /s/ Stephen A. Van Oss ------------------------------------- Stephen A. Van Oss Chairman, Administrative Committee A signed original of this written statement required by Section 906, or other document authentication, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Plan and will be retained by the Plan and furnished to the Securities and Exchange Commission or its staff upon request. 15