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

WESCO International, Inc.

(Exact name of registrant as specified in its charter)

Commission file number 001-14989

Delaware		25-1723345
(State or other jurisdiction of		(IRS Employer Identification No.)
incorporation or organization)

225 West Station Square Drive
Suite 700
Pittsburgh, Pennsylvania 15219		(412) 454-2200
(Address of principal executive offices)		(Registrant’s 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))

 

 

Item 2.02 Results of Operations and Financial Condition.

     The information in this Item 2.02 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 Item 2.02 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

     On July 22, 2010, WESCO International, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter of 2010. A copy of the press release is attached hereto as Exhibit 99.1.

Item 7.01 Regulation FD Disclosure

     The information in this Item 7.01 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 Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

     A slide presentation to be used by senior management of the Company in connection with its discussions with investors regarding the Company’s financial results for the second quarter of 2010 is included in Exhibit 99.2 to this report and is being furnished in accordance with Regulation FD of the Securities and Exchange Commission.

Item 9.01 Financial Statements and Exhibits

     (d) Exhibits

          99.1 Press Release dated July 22, 2010.

          99.2 Slide presentation for investors.

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.

Exhibit 99.1

		NEWS RELEASE   WESCO International, Inc. / Suite 700, 225 West Station Square Drive / Pittsburgh, PA 15219

WESCO International, Inc. Reports
Second Quarter 2010 Results

	•		Consolidated sales of $1.26 billion increased 9.6% sequentially and 8.6% over last year’s comparable quarter
	•		Construction end market sales increased 17% sequentially and 4% over last year’s comparable quarter
	•		Operating margins improved to 4.1%, up 80 basis points from the first quarter 2010
	•		Financial liquidity at an all time record and debt reduced by $115 million year-to-date

PITTSBURGH, July 22, 2010/PRNewswire/ — WESCO International, Inc. (NYSE: WCC), a leading provider of electrical and industrial MRO products, construction materials, and advanced integrated supply procurement outsourcing services, today announced its second quarter 2010 financial results.

The following are results for the three months ended June 30, 2010 compared to the three months ended June 30, 2009:

	•		Consolidated net sales were $1,259.1 million for the second quarter of 2010, compared to $1,159.2 million for the second quarter of 2009, an increase of 8.6%. Second quarter 2010 consolidated net sales included a 1.9% positive impact from foreign exchange rates. Second quarter sales increased 9.6% compared to the first quarter 2010 and included a 0.4% positive impact from foreign exchange.
	•		Gross profit was $242.9 million, or 19.3% of sales, for the second quarter of 2010, compared to $223.9 million, or 19.3% of sales, for 2009. The relative sequential strength of construction end market sales had a negative mix impact on second quarter gross margins when compared to the first quarter’s result of 19.8%.
	•		Sales, general & administrative (SG&A) expenses were $186.0 million, or 14.8% of sales for the current quarter, compared to $169.9 million, or 14.7% of sales for 2009. WESCO’s second quarter 2009 SG&A expenses included a net favorable impact of approximately $10 million in temporary cost and discretionary benefit reductions.
	•		Operating profit was $51.3 million, or 4.1% of sales, for the current quarter, compared to $47.6 million, or 4.1% of sales for the comparable 2009 quarter. After adjusting for the 2009 impact of the temporary cost and discretionary benefit reductions, operating margins improved by approximately 80 basis points.
	•		Total interest expense for the second quarter of 2010 was $14.4 million compared to $13.8 million for the second quarter 2009. Interest expense in the current quarter was comprised of $13.1 million of cash interest expense and $1.3 million of non-cash

interest expense. Interest expense in the prior year quarter was comprised of $10.0 million of cash interest and $3.8 million of non-cash interest.

	•		Effective tax rate for the current quarter was 28.2% compared to 24.2% for the prior year quarter.
	•		Net income for the current quarter was $27.8 million compared to $26.4 million for the prior year quarter and $19.2 million for the first quarter 2010.
	•		Diluted earnings per share for the second quarter of 2010 was $0.60 per share, based on 46.0 million shares outstanding versus $0.62 per share in the second quarter of 2009, based on 42.7 million shares outstanding, and first quarter’s $0.44 per share based on 43.7 million shares outstanding.
	•		Free cash flow for the second quarter was a use of $3.7 million to support sales growth in the second quarter.

John J. Engel, WESCO’s Chief Executive Officer, stated, “We are pleased with our sales and operating margin results and the improving momentum across our business. All four of our major end markets and all six of our major product categories experienced positive sequential sales growth during the quarter. The last time we saw all our end markets and product categories grow sequentially was the second quarter of 2008, and the third quarter of 2004. The recent acquisition of Potelcom in the quarter is consistent with our strategy of increasing sales in key industry segments and geographic regions. We see excellent opportunities to strengthen our portfolio, invest in our growth initiatives, and improve our market position as we expand our business through the recovery phase of this economic cycle.”

The following results are for the six months ended June 30, 2010 compared to the six months ended June 30, 2009:

	•		Consolidated net sales were $2,407.7 million for the first six months of 2010 compared to $2,338.8 million for the first six months of 2009, an increase of 2.9%. Consolidated net sales included a 1.9% positive impact from foreign exchange rates.
	•		Gross profit was $470.3 million, or 19.5% of sales, for the first six months of 2010, compared to $462.0 million, or 19.8% of sales, for the first six months of 2009.
	•		SG&A expenses were $369.0 million, or 15.3% of sales, for the first six months of 2010, compared to $357.3 million, or 15.3% of sales for the first six months of 2009.
	•		Operating profit was $89.6 million, or 3.7% of sales, for the six months ended June 30, 2010, compared to $91.2 million, or 3.9% of sales for the six months ended June 30, 2009.
	•		Total interest expense for the six months ended June 30, 2010 was $27.9 million compared to $26.4 million for the six months ended June 30, 2009. Interest expense in the first half of 2010 was comprised of $25.3 million cash interest expense and $2.6 million non-cash interest expense. Interest expense in the first half of 2009 was

comprised of $18.7 million cash interest expense and $7.7 million non-cash interest expense.

	•		Effective six month tax rate was 28.8% for 2010 compared to 26.4% for 2009.
	•		Net income for the first six months of 2010 was $47.0 million compared to $49.7 million for the first six months of 2009.
	•		Diluted earnings per share for the first six months of 2010 was $1.04 per share, based on 45.0 million shares outstanding versus $1.17 per share for the first six months of 2009, based on 42.6 million shares outstanding.
	•		Free cash flow for the first six months of 2010 was $62.8 million, compared to $198.5 million in the comparable prior year period.

Mr. Engel continued, “The market remains highly competitive and our customers’ needs for supply chain efficiency and effectiveness are greater than ever. I am very proud of the “extra effort” of our WESCO employees and their commitment to understanding our customers’ needs. We are responding with solutions which utilize our entire portfolio of products and services while extending beyond the traditional distributor relationship.”

# # #

Teleconference

WESCO will conduct a teleconference to discuss the second quarter earnings as described in this News Release on Thursday, July 22, 2010, at 11:00 a.m. E.D.T. The conference call will be broadcast live over the Internet and can be accessed from the Company’s website at http://www.wesco.com. The conference call will be archived on this 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 nation’s largest provider of integrated supply services. 2009 annual sales were approximately $4.6 billion. The Company employs approximately 6,100 people, maintains relationships with over 17,000 suppliers, and serves over 100,000 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 380 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 Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, as well as the Company’s other reports filed with the Securities and Exchange Commission.

Contact: Richard Heyse, Vice President & Chief Financial Officer
WESCO International, Inc. (412) 454-2392, Fax: (412) 222-7566
http://www.wesco.com

WESCO INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(dollar amounts in millions, except per share amounts)
(Unaudited)

		Three Months								Three Months
		Ended								Ended
		June 30,								June 30,
		2010								2009
Net sales		$	1,259.1							$	1,159.2
Cost of goods sold (excluding depreciation and amortization below)			1,016.2				80.7	%			935.3				80.7	%
Selling, general and administrative expenses			186.0				14.8	%			169.9				14.7	%
Depreciation and amortization			5.6								6.4
Income from operations			51.3				4.1	%			47.6				4.1	%
Interest expense, net			14.4								13.8
Other income			(1.8	)							(1.1	)
Income before income taxes			38.7				3.1	%			34.9				3.0	%
Provision for income taxes			10.9								8.5
Net income		$	27.8				2.2	%		$	26.4				2.3	%
Diluted earnings per common share		$	0.60							$	0.62
Weighted average common shares outstanding and common share equivalents used in computing diluted earnings per share (in millions)			46.0								42.7

WESCO INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(dollar amounts in millions, except per share amounts)
(Unaudited)

		Six Months								Six Months
		Ended								Ended
		June 30,								June 30,
		2010								2009
Net sales		$	2,407.7							$	2,338.8
Cost of goods sold (excluding depreciation and amortization below)			1,937.4				80.5	%			1,876.8				80.2	%
Selling, general and administrative expenses			369.0				15.3	%			357.3				15.3	%
Depreciation and amortization			11.7								13.5
Income from operations			89.6				3.7	%			91.2				3.9	%
Interest expense, net			27.9								26.4
Other income			(4.3	)							(2.7	)
Income before income taxes			66.0				2.7	%			67.5				2.9	%
Provision for income taxes			19.0								17.8
Net income		$	47.0				2.0	%		$	49.7				2.1	%
Diluted earnings per common share		$	1.04							$	1.17
Weighted average common shares outstanding and common share equivalents used in computing diluted earnings per share (in millions)			45.0								42.6

WESCO INTERNATIONAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS
(dollar amounts in millions)
(Unaudited)

		June 30,				December 31,
		2010				2009
Assets
Current Assets
Cash and cash equivalents		$	95.8			$	112.3
Trade accounts receivable			731.3				635.8
Inventories, net			531.5				507.2
Other current assets			45.9				75.7
Total current assets			1,404.5				1,331.0
Other assets			1,116.8				1,163.2
Total assets		$	2,521.3			$	2,494.2
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable		$	540.7			$	453.1
Current debt			96.0				94.0
Other current liabilities			130.4				133.7
Total current liabilities			767.1				680.8
Long-term debt			483.8				597.9
Other noncurrent liabilities			219.1				219.2
Total liabilities			1,470.0				1,497.9
Stockholders’ Equity
Total stockholders’ equity			1,051.3				996.3
Total liabilities and stockholders’ equity		$	2,521.3			$	2,494.2

WESCO INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollar amounts in millions)
(Unaudited)

		Six Months				Six Months
		Ended June 30,				Ended June 30,
		2010				2009
Operating Activities:
Net income		$	47.0			$	49.7
Add back (deduct):
Depreciation and amortization			11.7				13.5
Deferred income taxes			(3.8	)			5.4
Change in Trade and other receivables, net			(80.2	)			132.9
Change in Inventories, net			(21.8	)			92.0
Change in Accounts Payable			85.8				(72.6	)
Other			30.1				(16.2	)
Net cash provided by operating activities			68.8				204.7
Investing Activities:
Capital expenditures			(6.0	)			(6.2	)
Acquisition payments			(14.3	)			(0.1	)
Proceeds from sale of subsidiary			40.0				—
Repayment of note receivable			15.0				—
Other			4.2				1.1
Net cash provided (used) by investing activities			38.9				(5.2	)
Financing Activities:
Debt borrowings (repayments), net			(114.8	)			(174.9	)
Equity activity, net			1.1				0.5
Other			(10.2	)			(11.1	)
Net cash used by financing activities			(123.9	)			(185.5	)
Effect of exchange rate changes on cash and cash equivalents			(0.3	)			3.0
Net change in cash and cash equivalents			(16.5	)			17.0
Cash and cash equivalents at the beginning of the period			112.3				86.3
Cash and cash equivalents at the end of the period		$	95.8			$	103.3

WESCO INTERNATIONAL, INC.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(dollar amounts in thousands)
(Unaudited)

		Twelve Months				Twelve Months
		Ended				Ended
		June 30,				December 31,
		2010				2009
Financial Leverage:
Income from operations		$	178,402			$	179,952
Depreciation and amortization			24,250				26,045
EBITDA		$	202,652			$	205,997

		June 30,				December 31,
		2010				2009
Current debt		$	95,975			$	93,977
Long-term debt			483,812				597,869
Debt discount related to convertible debentures(1)			180,131				182,689
Total debt including debt discount		$	759,918			$	874,535
Financial leverage ratio			3.7				4.2

Note: Financial leverage is provided by the Company as an indicator of capital structure position. Financial leverage is calculated by dividing total debt, including debt discount, by the trailing twelve months earnings before interest, taxes, depreciation and amortization (EBITDA).

		Three Months				Six Months				Six Months
		Ended				Ended				Ended
		June 30,				June 30,				June 30,
		2010				2010				2009
Free Cash Flow:
(dollar amounts in millions)
Cash flow provided by operations		$	0.1			$	68.8			$	204.7
Less: Capital expenditures			(3.8	)			(6.0	)			(6.2	)
Free cash flow		$	(3.7	)		$	62.8			$	198.5

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. Free cash flow is available to provide a source of funds for any of the Company’s financing needs.

WESCO INTERNATIONAL, INC.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (CONTINUED)
(dollar amounts in millions)
(Unaudited)

		Three Months				Three Months
		Ended				Ended
		June 30,				June 30,
		2010				2009
Gross Profit:
Net sales		$	1,259.1			$	1,159.2
Cost of goods sold (excluding depreciation and amortization)			1,016.2				935.3
Gross profit		$	242.9			$	223.9
Gross margin			19.3	%			19.3	%

		Six Months				Six Months
		Ended				Ended
		June 30,				June 30,
		2010				2009
Gross Profit:
Net sales		$	2,407.7			$	2,338.8
Cost of goods sold (excluding depreciation and amortization)			1,937.4				1,876.8
Gross profit		$	470.3			$	462.0
Gross margin			19.5	%			19.8	%

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 a commonly used financial measure within the distribution industry. Gross margin is calculated by dividing gross profit by net sales.

Exhibit 99.2