FORM 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 29, 2009
WESCO International, Inc.
(Exact name of registrant as specified in its charter)
Commission file number 001-14989
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Delaware
(State or other jurisdiction of
incorporation or organization)
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25-1723345
(IRS Employer Identification No.) |
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225 West Station Square Drive
Suite 700
Pittsburgh, Pennsylvania 15219
(Address of principal executive offices)
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(412) 454-2200
(Registrants telephone number,
including area code) |
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 2.02 Results of Operations and Financial Condition.
The information in this Current Report is being furnished and shall not be deemed filed for
the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject
to the liabilities of that section. The information in this Current Report shall not be
incorporated by reference into any registration statement or other document pursuant to the
Securities Act of 1933, as amended.
On January 29, 2009, WESCO issued a press release announcing its financial results for the
fourth quarter of 2008 and for the year ended December 31, 2008. A copy of the press release is
attached hereto.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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99.1
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Press Release dated January 29, 2009. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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January 29, 2009 (Date) |
WESCO International, Inc.
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/s/ Stephen A. Van Oss
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Stephen A. Van Oss |
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Senior Vice President, Chief Financial and
Administrative Officer |
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EX-99.1
Exhibit 99.1
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NEWS RELEASE
WESCO International, Inc. / Suite 700, 225 West Station Square Drive / Pittsburgh, PA 15219 |
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WESCO International, Inc. Reports Fourth Quarter and Year-Ended December 2008 Results
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Record 2008 sales of $6.1 billion |
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Strong free cash flow of $236 million with net debt reduced by $190 million |
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Industrial automation distributor with $20 million in sales acquired at year end |
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Severance and branch closing after-tax charge of $2.8 million or $0.07 EPS, expect $5 million in annualized savings. |
PITTSBURGH, January 29, 2009 /PRNewswire-FirstCall/ WESCO International, Inc. (NYSE: WCC), a
leading provider of electrical MRO products, construction materials, and advanced integrated supply
procurement outsourcing services, today announced its 2008 fourth quarter and full-year financial
results.
Fourth Quarter Results
Consolidated sales for the fourth quarter of 2008 were $1,430 million compared to $1,489 million in
2007, a decrease of 4.0%. Consolidated sales decreased 0.7% after adjusting for a previously
announced divestiture and the negative impact of foreign exchange of 1.7%. Gross margin for the
quarter was 19.9% compared to 20.3% from a year ago. Operating income for the current quarter,
which includes a pre-tax charge for severance and branch closings of $4 million, totaled $73
million versus $99 million in last years comparable quarter. Depreciation and amortization
included in operating income was $6.6 million for 2008 compared to $9.6 million in 2007. Income
from the retained 40% ownership in the previously announced divestiture was $1.7 million. The
effective tax rate for the fourth quarter of 2008 was 34.6% compared to 30.3% for the full year and
25.7% for the fourth quarter of 2007. The mix of foreign earnings resulted in the higher 2008
fourth quarter tax rate. Net income for the fourth quarter of 2008 was $42 million versus $61
million in the comparable 2007 quarter, which included non-recurring income tax benefits totaling
$5.5 million. Diluted earnings per share for the quarter were $0.99 per share versus $1.34 per
share in 2007 and includes $2.8 million or $0.07 per share of charges associated with the
previously mentioned staff reductions and branch closures.
Mr. Stephen A. Van Oss, Senior Vice President and Chief Financial and Administrative Officer
stated, Performance for the fourth quarter and the full year
was affected by a sudden slowdown in
end markets in the last six weeks of the year which resulted in the drop in sales for the quarter.
We responded to the slowdown by accelerating cost reduction actions and adjusting staff levels. We
expect that the actions taken to date will result in ongoing cost savings of approximately $5
million in 2009. We are committed to maintaining tight control over our expenses and will take
appropriate actions in light of end market activity. Gross margins improved sequentially despite
the significant drop in commodity prices as we worked to strengthen margin management across the
organization.
Mr. Van Oss continued, Our balance sheet structure is secure and provides liquidity for working
capital needs, debt reduction, and acquisitions. Free cash flow of $42 million for the quarter and
$236 million for the year was directed primarily towards debt reduction. During the quarter, we
funded projects totaling $8 million bringing total capital expenditures to $35 million for the
year.
We expect capital spending to be under $20 million in 2009. Our cash and available borrowing
position improved to $382 million at the end of the year, an increase of $200 million over last
year. No shares were purchased during the quarter. Finally, at year-end, we completed an
accretive acquisition of AA-Electric, an industrial original equipment manufacturer distributor
with approximately $20 million in annual sales. The acquisition of AA-Electric provides an
excellent addition to our industrial OEM business with further penetration in key industries such
as mining, packaging and tooling.
Year-end Results
For the year 2008, sales increased 1.8% to $6,111 million compared with $6,003 million in 2007.
Consolidated sales grew 3.5% after adjusting for a previously announced divestiture. Gross margin
was 19.7% in 2008 compared to 20.4% 2007. Operating income totaled $346 million compared with $394
million in 2007. Depreciation and amortization included in operating income was $27 million for
the year ended 2008 compared to $37 million for the year ended 2007. Income from the retained 40%
ownership in our previously announced divestiture totaled $9.4 million. Net income for 2008 was
$213 million versus $241 million in 2007. Diluted earnings per share were $4.91 in 2008 versus
$4.99 per share in 2007.
Mr. John J. Engel, Senior Vice President and Chief Operating Officer commented, The organization
remains focused on sales execution and margin management while taking necessary cost reduction
actions in light of weak end market activity. The branch closure actions eliminate
unprofitable operations and take advantage of consolidation opportunities while ensuring high
customer service levels are maintained. We are further reducing staffing levels by approximately
5% in the first quarter of 2009.
I am very proud at the manner in which our management team has positioned the Company for the
difficult year ahead, said Mr. Roy W. Haley, Chairman and Chief Executive Officer. Our
operational and financial execution continues to be a hallmark of our organization. While the
near-term visibility is unclear, our business model is sound and we believe our strategy provides
the foundation for market share gains in this environment.
###
Teleconference
WESCO will conduct a teleconference to discuss the fourth quarter earnings as described in this
News Release on Thursday, January 29, 2009 at 11:00 a.m. Eastern Time. The conference call will be
broadcast live over the Internet and can be accessed from the Companys home page at
http://www.wesco.com. The conference call will be archived on the Companys Internet site for
seven days.
###
WESCO International, Inc. (NYSE: WCC) is a publicly traded Fortune 500 holding company,
headquartered in Pittsburgh, Pennsylvania, whose primary operating entity is WESCO Distribution,
Inc. WESCO Distribution is a leading distributor of electrical construction products and
electrical and industrial maintenance, repair and operating (MRO) supplies, and is the nations
largest provider of integrated supply services. 2008 annual sales were approximately $6.1 billion.
The Company employs approximately 7,200 people, maintains relationships with over 24,000
suppliers, and serves more than 110,000 customers worldwide. Major markets include commercial and
industrial firms, contractors, government agencies, educational institutions, telecommunications
businesses and utilities. WESCO operates seven fully automated distribution centers and
approximately 400 full-service branches in North America and select international markets,
providing a local presence for area customers and a global network to serve multi-location
businesses and multi-national corporations.
###
The matters discussed herein may contain forward-looking statements that are subject to certain
risks and uncertainties that could cause actual results to differ materially from expectations.
Certain of these risks are set forth in the Companys Annual
Report on Form 10-K for the fiscal year ended December 31, 2007, as well as the Companys other reports filed
with the Securities and Exchange Commission.
Contact: Stephen A. Van Oss, Senior Vice President and
Chief Financial and Administrative Officer
WESCO International, Inc. (412) 454-2271, Fax: (412) 454-2477
http://www.wesco.com
WESCO INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Dollar amounts in millions, except per share data)
(Unaudited)
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Three Months Ended |
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Three Months Ended |
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December 31, 2008 |
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December 31, 2007 |
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Net sales |
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$ |
1,429.8 |
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$ |
1,489.2 |
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Cost of goods sold (excluding
depreciation and amortization below) |
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1,145.4 |
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80.1 |
% |
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1,187.3 |
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79.7 |
% |
Selling, general and administrative expenses |
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204.6 |
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14.3 |
% |
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193.5 |
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13.0 |
% |
Depreciation and amortization |
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6.6 |
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9.6 |
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Income from operations |
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73.2 |
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5.1 |
% |
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98.8 |
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6.6 |
% |
Interest expense, net |
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10.8 |
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16.6 |
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Other (income) expenses |
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(1.7 |
) |
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Income before income taxes |
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64.1 |
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4.5 |
% |
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82.2 |
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5.5 |
% |
Provision for income taxes |
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22.2 |
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21.1 |
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Net income |
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$ |
41.9 |
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2.9 |
% |
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$ |
61.1 |
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4.1 |
% |
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Diluted earnings per common share |
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$ |
0.99 |
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$ |
1.34 |
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Weighted average shares outstanding (in millions) |
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42.4 |
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45.5 |
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Twelve Months Ended |
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Twelve Months Ended |
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December 31, 2008 |
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December 31, 2007 |
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Net sales |
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$ |
6,110.8 |
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$ |
6,003.4 |
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Cost of goods sold (excluding
depreciation and amortization below) |
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4,904.2 |
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80.3 |
% |
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4,781.3 |
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79.6 |
% |
Selling, general and administrative expenses |
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834.3 |
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13.7 |
% |
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791.1 |
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13.2 |
% |
Depreciation and amortization |
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26.7 |
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36.8 |
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Income from operations |
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345.6 |
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5.7 |
% |
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394.2 |
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6.6 |
% |
Interest expense, net |
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50.1 |
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63.2 |
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Other (income) expenses |
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(9.4 |
) |
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Income before income taxes |
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304.9 |
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5.0 |
% |
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331.0 |
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5.5 |
% |
Provision for income taxes |
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92.2 |
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90.4 |
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Net income |
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$ |
212.7 |
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3.5 |
% |
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$ |
240.6 |
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4.0 |
% |
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Diluted earnings per common share |
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$ |
4.91 |
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$ |
4.99 |
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Weighted average shares outstanding (in millions) |
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43.3 |
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48.3 |
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WESCO INTERNATIONAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollar amounts in millions)
(Unaudited)
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December 31, |
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December 31, |
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2008 |
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2007 |
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Assets |
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Current Assets |
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Cash and cash equivalents |
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$ |
86.3 |
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$ |
72.3 |
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Trade accounts receivable |
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791.3 |
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844.5 |
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Inventories, net |
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605.7 |
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666.0 |
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Other current assets |
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71.7 |
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97.7 |
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Total current assets |
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1,555.0 |
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1,680.5 |
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Other assets |
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1,163.3 |
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1,179.4 |
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Total assets |
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2,718.3 |
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$ |
2,859.9 |
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Liabilities and Stockholders Equity |
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Current Liabilities |
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Accounts payable |
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$ |
571.8 |
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$ |
626.3 |
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Other current liabilities |
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439.0 |
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665.6 |
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Total current liabilities |
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1,010.8 |
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1,291.9 |
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Long-term debt |
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841.9 |
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811.3 |
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Other noncurrent liabilities |
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133.6 |
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148.2 |
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Total liabilities |
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1,986.3 |
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2,251.4 |
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Stockholders Equity |
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Total stockholders equity |
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732.0 |
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608.5 |
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Total liabilities and stockholders equity |
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$ |
2,718.3 |
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$ |
2,859.9 |
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WESCO INTERNATIONAL, INC.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(Unaudited)
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Twelve Months |
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Twelve Months |
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Financial Leverage: |
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Ended |
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Ended |
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(Dollar amounts in thousands) |
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December 31, 2008 |
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December 31, 2007 |
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Income from operations |
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$ |
345,667 |
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$ |
394,224 |
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Depreciation and amortization |
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26,731 |
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36,759 |
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EBITDA |
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$ |
372,398 |
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$ |
430,983 |
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Short term debt |
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295,000 |
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502,300 |
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Current debt |
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3,823 |
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|
2,676 |
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Long term debt |
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841,928 |
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811,311 |
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Total debt |
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$ |
1,140,751 |
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$ |
1,316,287 |
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Financial leverage ratio |
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3.1 |
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3.1 |
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Three Months |
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Twelve Months |
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Free Cash Flow: |
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Ended |
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Ended |
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(Dollar amounts in thousands) |
|
December 31, 2008 |
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|
December 31, 2008 |
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Net Income |
|
$ |
41.9 |
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$ |
212.7 |
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Depreciation and amortization |
|
|
6.6 |
|
|
|
26.7 |
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Accounts receivable |
|
|
127.8 |
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|
28.4 |
|
Inventory |
|
|
40.9 |
|
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|
26.6 |
|
Accounts payable |
|
|
(161.0 |
) |
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|
(31.2 |
) |
Other |
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|
(6.1 |
) |
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|
7.9 |
|
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Cash flow provided by operations |
|
$ |
50.1 |
|
|
$ |
271.1 |
|
Less: Capital expenditures |
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|
(8.3 |
) |
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|
(35.3 |
) |
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|
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Free cash flow |
|
$ |
41.8 |
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$ |
235.8 |
|
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|
Note: Free cash flow is provided by the Company as an additional liquidity measure. Capital
expenditures are deducted from operating cash flow to determine free cash flow. This amount
represents excess funds available to management to service all of its financing needs.
WESCO INTERNATIONAL, INC.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (CONTINUED)
(Dollar amounts in millions)
(Unaudited)
|
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Three Months |
|
|
Three Months |
|
|
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Ended |
|
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Ended |
|
Gross Profit: |
|
December 31, 2008 |
|
|
December 31, 2007 |
|
Net sales |
|
$ |
1,429.8 |
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$ |
1,489.2 |
|
Cost of goods sold
(excluding
depreciation and
amortization) |
|
|
1,145.4 |
|
|
|
1,187.3 |
|
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|
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|
|
Gross profit |
|
$ |
284.4 |
|
|
$ |
301.9 |
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|
|
Gross margin |
|
|
19.9 |
% |
|
|
20.3 |
% |
|
|
|
|
|
|
|
|
|
|
|
Twelve Months |
|
|
Twelve Months |
|
|
|
Ended |
|
|
Ended |
|
|
|
December 31, 2008 |
|
|
December 31, 2007 |
|
Net sales |
|
$ |
6,110.8 |
|
|
$ |
6,003.4 |
|
Cost of goods sold
(excluding
depreciation and
amortization) |
|
|
4,904.2 |
|
|
|
4,781.3 |
|
|
|
|
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|
|
Gross profit |
|
$ |
1,206.6 |
|
|
$ |
1,222.1 |
|
|
|
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|
Gross margin |
|
|
19.7 |
% |
|
|
20.4 |
% |
Note: Gross profit is provided by the Company as an additional financial measure. Gross profit
is calculated by deducting cost of goods sold, excluding depreciation and amortization, from net
sales. This amount represents an important financial measure within the distribution industry.
Gross margin is calculated by dividing gross profit by net sales.