Edgar Filing: WESCO INTERNATIONAL INC

Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2016



o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission File Number: 001-14989

WESCO International, Inc.

(Exact name of registrant as specified in its charter)



Delaware (State or other jurisdiction of incorporation or organization)		25-1723342 (I.R.S. Employer Identification No.)

225 West Station Square Drive Suite 700 Pittsburgh, Pennsylvania (Address of principal executive offices)		15219 (Zip Code)

(412) 454-2200

(Registrant's telephone number, including area code)

Not applicable.

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for at least the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer þ				Accelerated filer o

Non-accelerated filer o (Do not check if a smaller reporting company)				Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

As of August 5, 2016, 42,276,512 shares of common stock, $.01 par value, of the registrant were outstanding.

WESCO INTERNATIONAL, INC. AND SUBSIDIARIES

QUARTERLY REPORT ON FORM 10-Q

Table of Contents



	Page
PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.	2

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.	22

Item 3. Quantitative and Qualitative Disclosures About Market Risk.	29

Item 4. Controls and Procedures.	29

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.	30

Item 1A. Risk Factors.	30

Item 6. Exhibits.	30

Signatures	32

EXHIBITS

WESCO INTERNATIONAL, INC. AND SUBSIDIARIES

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

The interim financial information required by this item is set forth in the Condensed Consolidated Financial Statements and Notes thereto in this Quarterly Report on Form 10-Q, as follows:



	Page

Condensed Consolidated Balance Sheets (unaudited)	3
Condensed Consolidated Statements of Income and Comprehensive Income (unaudited)	4
Condensed Consolidated Statements of Cash Flows (unaudited)	5
Notes to Condensed Consolidated Financial Statements (unaudited)	6

WESCO INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands of dollars, except share data)

(unaudited)



	June 30, 2016			December 31, 2015
Assets
Current assets:
Cash and cash equivalents	$	160,290		$	160,279
Trade accounts receivable, net of allowance for doubtful accounts of $23,337 and $22,587 in 2016 and 2015, respectively	1,117,983			1,075,257
Other accounts receivable	55,354			81,242
Inventories	831,053			810,067
Current deferred income taxes (Note 2)	—			8,455
Prepaid expenses and other current assets	141,957			122,234
Total current assets	2,306,637			2,257,534
Property, buildings and equipment, net of accumulated depreciation of $252,234 and $243,005 in 2016 and 2015, respectively	163,857			166,739
Intangible assets, net of accumulated amortization of $161,933 and $138,374 in 2016 and 2015, respectively	420,147			403,649
Goodwill	1,740,156			1,681,662
Other assets	61,879			60,142
Total assets	$	4,692,676		$	4,569,726
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	712,898		$	715,519
Accrued payroll and benefit costs	49,463			51,258
Short-term debt	43,494			43,314
Current portion of long-term debt	1,239			1,025
Bank overdrafts	40,669			34,170
Other current liabilities	123,184			102,515
Total current liabilities	970,947			947,801
Long-term debt, net of discount and debt issuance costs of $183,997 and $182,041 in 2016 and 2015, respectively	1,360,658			1,439,062
Deferred income taxes	361,949			364,838
Other noncurrent liabilities	56,548			44,154
Total liabilities	$	2,750,102		$	2,795,855
Commitments and contingencies (Note 9)
Stockholders’ equity:
Preferred stock, $.01 par value; 20,000,000 shares authorized, no shares issued or outstanding	—			—
Common stock, $.01 par value; 210,000,000 shares authorized, 58,642,370 and 58,597,380 shares issued and 42,242,237 and 42,173,790 shares outstanding in 2016 and 2015, respectively	586			586
Class B nonvoting convertible common stock, $.01 par value; 20,000,000 shares authorized, 4,339,431 issued and no shares outstanding in 2016 and 2015, respectively	43			43
Additional capital	1,119,940			1,117,421
Retained earnings	1,940,767			1,854,456
Treasury stock, at cost; 20,739,564 and 20,763,021 shares in 2016 and 2015, respectively	(771,830		)	(772,679		)
Accumulated other comprehensive loss	(342,666		)	(423,155		)
Total WESCO International, Inc. stockholders' equity	1,946,840			1,776,672
Noncontrolling interests	(4,266		)	(2,801		)
Total stockholders’ equity	1,942,574			1,773,871
Total liabilities and stockholders’ equity	$	4,692,676		$	4,569,726

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

WESCO INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(In thousands of dollars, except per share data)

(unaudited)



	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2016			2015			2016			2015
Net sales	$	1,911,582		$	1,916,718		$	3,687,543		$	3,733,048
Cost of goods sold (excluding depreciation and amortization)	1,532,113			1,535,084			2,952,906			2,983,723
Selling, general and administrative expenses	274,523			275,242			543,809			539,826
Depreciation and amortization	16,959			16,139			33,332			32,060
Income from operations	87,987			90,253			157,496			177,439
Interest expense, net	19,452			18,613			38,281			39,508
Income before income taxes	68,535			71,640			119,215			137,931
Provision for income taxes	18,683			21,001			34,828			40,500
Net income	49,852			50,639			84,387			97,431
Less: Net income (loss) attributable to noncontrolling interests	54			(1,102		)	(1,465		)	(1,341		)
Net income attributable to WESCO International, Inc.	$	49,798		$	51,741		$	85,852		$	98,772
Other comprehensive income (loss):
Foreign currency translation adjustments	(1,765		)	25,542			80,505			(88,257		)
Post retirement benefit plan adjustment	—			—			(16		)	—
Comprehensive income attributable to WESCO International, Inc.	$	48,033		$	77,283		$	166,341		$	10,515

Earnings per share attributable to WESCO International, Inc.
Basic	$	1.18		$	1.18		$	2.03		$	2.23
Diluted	$	1.02		$	1.00		$	1.79		$	1.90

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

WESCO INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands of dollars)

(unaudited)



	Six Months Ended
	June 30,
	2016			2015
Operating activities:
Net income	$	84,387		$	97,431
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	33,332			32,060
Deferred income taxes	13,425			16,717
Other operating activities, net	10,393			12,708
Changes in assets and liabilities:
Trade accounts receivable, net	(17,250		)	(3,788		)
Other accounts receivable	29,442			76,571
Inventories	(4,377		)	(26,742		)
Prepaid expenses and other assets	(12,775		)	400
Accounts payable	(18,782		)	846
Accrued payroll and benefit costs	(2,559		)	(26,513		)
Other current and noncurrent liabilities	23,374			(47,049		)
Net cash provided by operating activities	138,610			132,641

Investing activities:
Acquisition payments, net of cash acquired	(50,946		)	(68,502		)
Capital expenditures	(7,086		)	(12,624		)
Other investing activities	(8,103		)	1,425
Net cash used in investing activities	(66,135		)	(79,701		)

Financing activities:
Proceeds from issuance of short-term debt	63,745			60,420
Repayments of short-term debt	(62,937		)	(58,153		)
Proceeds from issuance of long-term debt	1,026,392			794,176
Repayments of long-term debt	(1,102,792		)	(721,307		)
Repurchases of common stock (Note 6)	(740		)	(80,749		)
Increase in bank overdrafts	6,474			2,692
Other financing activities, net	(6,322		)	888
Net cash used in financing activities	(76,180		)	(2,033		)

Effect of exchange rate changes on cash and cash equivalents	3,716			(4,919		)

Net change in cash and cash equivalents	11			45,988
Cash and cash equivalents at the beginning of period	160,279			128,319
Cash and cash equivalents at the end of period	$	160,290		$	174,307

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

WESCO INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. ORGANIZATION

WESCO International, Inc. and its subsidiaries (collectively, “WESCO” or the "Company"), headquartered in Pittsburgh, Pennsylvania, is a full-line distributor of electrical, industrial and communications maintenance, repair and operating ("MRO") and original equipment manufacturers ("OEM") products, construction materials, and advanced supply chain management and logistics services used primarily in the industrial, construction, utility and commercial, institutional and government markets. WESCO serves over 80,000 active customers globally, through approximately 500 full service branches and nine distribution centers located primarily in the United States, Canada and Mexico, with operations in 14 additional countries.

2. ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited Condensed Consolidated Financial Statements of WESCO have been prepared in accordance with Rule 10-01 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). The unaudited condensed consolidated financial information should be read in conjunction with the audited Consolidated Financial Statements and Notes thereto included in WESCO’s 2015 Annual Report on Form 10-K as filed with the SEC on February 22, 2016. The Condensed Consolidated Balance Sheet at December 31, 2015 was derived from the audited Consolidated Financial Statements as of that date, but does not include all of the disclosures required by accounting principles generally accepted in the United States of America.

The unaudited Condensed Consolidated Balance Sheet as of June 30, 2016, the unaudited Condensed Consolidated Statements of Income and Comprehensive Income for the three and six months ended June 30, 2016 and 2015, respectively, and the unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2016 and 2015, respectively, in the opinion of management, have been prepared on the same basis as the audited Consolidated Financial Statements and include all adjustments necessary for the fair statement of the results of the interim periods presented herein. All adjustments reflected in the unaudited condensed consolidated financial information are of a normal recurring nature unless indicated. The results for the interim periods presented herein are not necessarily indicative of the results to be expected for the full year.

During the first quarter of 2016, the Company adopted certain accounting pronouncements that were effective beginning this fiscal year. The adoption of such guidance, as described below, resulted in certain reclassifications to amounts previously reported in the Consolidated Balance Sheet at December 31, 2015.

Fair Value of Financial Instruments

The Company measures the fair value of financial assets and liabilities in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) 820, "Fair Value Measurements and Disclosures," which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements.

ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value and requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:


•	Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that are accessible at the measurement date.

•

Level 2 inputs include inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of assets or liabilities.


•	Level 3 inputs are unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

WESCO INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

(unaudited)

At June 30, 2016, the carrying value of WESCO’s 6.0% Convertible Senior Debentures due 2029 (the "2029 Debentures") was $180.1 million and the fair value was approximately $625.1 million. At December 31, 2015, the carrying value of WESCO’s 2029 Debentures was $177.8 million and the fair value was approximately $514.2 million. The reported carrying amounts of WESCO’s other debt instruments approximate their fair values. The Company uses a market approach to fair value all of its debt instruments, utilizing quoted prices in active markets, interest rates and other relevant information generated by market transactions involving similar instruments. Therefore, all of the Company's debt instruments are classified as Level 2 within the valuation hierarchy. For all of the Company's remaining financial instruments, consisting of cash and cash equivalents, accounts receivable, accounts payable and other accrued liabilities, carrying values are considered to approximate fair value due to the short maturity of these instruments.

Recently Adopted Accounting Pronouncements

In April 2015, the FASB issued Accounting Standards Update (ASU) 2015-03, Simplifying the Presentation of Debt Issuance Costs, which simplifies the presentation of debt issuance costs by requiring that debt issuance costs related to a recognized liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The Company adopted this new guidance on a retrospective basis effective January 1, 2016. Accordingly, the Company reclassified approximately $17.7 million of debt issuance costs from other noncurrent assets to long-term debt in the balance sheet as of December 31, 2015.

In May 2015, the FASB issued ASU 2015-07, Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent). This updated guidance removes the requirement to categorize investments for which fair value is measured using the net asset value (NAV) per share practical expedient within the fair value hierarchy. The amendments in this ASU are effective beginning in the first quarter of 2016 and will be applied retrospectively. The adoption of this ASU is not expected to have an impact on WESCO's financial position, results of operations or cash flows; however, this updated guidance will impact the Company's defined benefit plan disclosure in its Annual Report on Form 10-K for the fiscal year ending December 31, 2016. Specifically, investments for which fair value is measured using the NAV per share practical expedient will be removed from the fair value hierarchy in all periods presented.

In November 2015, the FASB issued ASU 2015-17, Balance Sheet Classification of Deferred Taxes. This ASU simplifies the presentation of deferred income taxes by requiring that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent in the balance sheet. The Company elected to early adopt this ASU on a prospective basis during the first quarter of 2016. The adoption of this ASU did not have a material impact on WESCO's financial position and it had no impact on its results of operations or cash flows.

Recently Issued Accounting Pronouncements

In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers: Deferral of Effective Date. The Company previously reported that in May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which provides a framework for addressing revenue recognition issues and replaces almost all existing revenue recognition guidance in current U.S. generally accepted accounting principles. The core principle of ASU 2014-09 is for companies to recognize revenue for the transfer of goods or services to customers in amounts that reflect the consideration to which the company expects to be entitled in exchange for those goods or services. ASU 2014-09 will also result in enhanced disclosures about revenue, provide guidance for transactions that were not previously addressed comprehensively, and improve guidance for multiple-element arrangements. The amendments in ASU 2015-14 defer the effective date of the new revenue recognition guidance to annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. During 2016, the FASB issued three ASUs that address implementation issues related to certain aspects of the new revenue recognition guidance, including ASU 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net), ASU 2016-10, Identifying Performance Obligations and Licensing, and ASU 2016-12, Narrow-Scope Improvements and Practical Expedients. The amendments in these ASUs do not change the core principles in the revenue recognition standard outlined above. Management is currently evaluating the future impact of this guidance on WESCO's consolidated financial statements and notes thereto.

In February 2016, the FASB issued ASU 2016-02, Leases, a comprehensive new standard that amends various aspects of existing accounting guidance for leases, including the recognition of a right-of-use asset and a lease liability on the balance sheet and disclosing key information about leasing arrangements. This guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The new leasing standard requires modified retrospective transition, which requires application of the new guidance at the beginning of the earliest comparative period presented in the year of adoption. Management is currently evaluating the impact of this new standard on WESCO's consolidated financial statements and notes thereto.

WESCO INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

(unaudited)

In March 2016, the FASB issued ASU 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, which simplifies several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The amendments in this ASU affect all entities that issue share-based payment awards to their employees. Management is currently evaluating the impact of this accounting standard on WESCO's consolidated financial statements and notes thereto.

Other pronouncements issued by the FASB or other authoritative accounting standards groups with future effective dates are either not applicable or are not expected to be significant to WESCO’s financial position, results of operations or cash flows.

3. ACQUISITIONS

The following table sets forth the consideration paid for acquisitions:



	Six Months Ended
(In thousands of dollars)	June 30, 2016			June 30, 2015
Fair value of assets acquired	$	75,458		$	89,786
Fair value of liabilities assumed	23,458			21,284
Cash paid for acquisitions	$	52,000		$	68,502
Supplemental cash flow disclosure:
Cash paid for acquisitions	$	52,000		$	68,502
Less: cash acquired	(1,652		)	—
Cash paid for acquisitions, net of cash acquired	$	50,348		$	68,502

The fair values of assets acquired and liabilities assumed during the six months ended June 30, 2016 are based upon preliminary calculations and valuations. WESCO's estimates and assumptions for its preliminary purchase price allocation are subject to change as it obtains additional information for its estimates during the respective measurement period (up to one year from the respective acquisition date).

Acquisition of Atlanta Electrical Distributors, LLC

On March 14, 2016, WESCO Distribution, Inc. completed the acquisition of Atlanta Electrical Distributors, LLC, an Atlanta-based electrical distributor focused on the construction and MRO markets from five locations in Georgia with approximately $85 million in annual sales. WESCO funded the purchase price paid at closing with borrowings under its revolving credit facility. The purchase price was allocated to the respective assets and liabilities based upon their estimated fair values as of the acquisition date. In addition to the cash paid at closing, the purchase price includes a contingent payment that may be earned upon the achievement of certain financial performance targets over three consecutive one year periods. The fair value of the contingent consideration was determined using a probability-weighted outcome analysis and Level 3 inputs such as internal forecasts. This amount has been accrued at the maximum potential payout under the terms of the purchase agreement and it is included in the fair value of liabilities assumed as presented above. The preliminary fair value of intangibles was estimated by management and the allocation resulted in intangible assets of $21.8 million and goodwill of $31.3 million. The intangible assets include customer relationships of $15.8 million amortized over 13 and 14 years, a trademark of $6.0 million amortized over 13 years, and non-compete agreements of less than $0.1 million amortized over 5 years. No residual value is estimated for the intangible assets being amortized. Management believes that the majority of goodwill is deductible for tax purposes.

2015 Acquisitions of Needham Electric Supply Corporation and Hill Country Electric Supply, LP

On October 30, 2015, WESCO Distribution, Inc. completed the acquisition of Needham Electric Supply Corporation, an electrical distributor focused on the commercial construction and lighting national account markets from 24 locations in Massachusetts, New Hampshire and Vermont with approximately $115 million in annual sales. WESCO funded the purchase price paid at closing with cash and borrowings under its Revolving Credit Facility. The purchase price was allocated to the respective assets and liabilities based upon their estimated fair values as of the acquisition date. The fair value of intangibles was estimated by management and the allocation resulted in intangible assets of $31.0 million and goodwill of $35.7 million. The intangible assets include customer relationships of $24.5 million amortized over 12 and 14 years, and trademarks of $6.5

WESCO INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

(unaudited)

million amortized over 13 years. No residual value is estimated for the intangible assets being amortized. Management believes that the majority of goodwill is deductible for tax purposes.

On May 1, 2015, WESCO Distribution, Inc. completed the acquisition of Hill Country Electric Supply, LP, an electrical distributor focused on the commercial construction market from nine locations in Central and South Texas with approximately $140 million in annual sales. WESCO funded the purchase price paid at closing with borrowings under its prior revolving credit facility. The purchase price was allocated to the respective assets and liabilities based upon their estimated fair values as of the acquisition date. The fair value of intangibles was estimated by management and the allocation resulted in intangible assets of $21.1 million and goodwill of $15.8 million. The intangible assets include customer relationships of $13.1 million amortized over 11 years, non-compete agreements of $0.2 million amortized over 5 years, and trademarks of $7.8 million amortized over 12 years. No residual value is estimated for the intangible assets being amortized. Management believes that the majority of goodwill is deductible for tax purposes.

4. GOODWILL

The following table sets forth the changes in the carrying value of goodwill:



	Six Months Ended
	June 30, 2016		June 30, 2015
	(In thousands)
Beginning balance January 1	$	1,681,662	$	1,735,440
Foreign currency exchange rate changes	40,062		(46,201		)
Adjustments to goodwill for acquisitions ⁽¹⁾	18,432		23,879
Ending balance June 30	$	1,740,156	$	1,713,118


⁽¹⁾	Includes a $15.2 million adjustment recorded during the three months ended June 30, 2016 to correct deferred income taxes related to prior acquisitions.

5. STOCK-BASED COMPENSATION

WESCO’s stock-based employee compensation plans are comprised of stock-settled stock appreciation rights, restricted stock units and performance-based awards. Compensation cost for all stock-based awards is measured at fair value on the date of grant and compensation cost is recognized, net of estimated forfeitures, over the service period for awards expected to vest. The fair value of stock-settled stock appreciation rights and performance-based awards with market conditions is determined using the Black-Scholes and Monte Carlo simulation models, respectively. The fair value of restricted stock units and performance-based awards with performance conditions is determined by the grant-date closing price of WESCO’s common stock. The forfeiture assumption is based on WESCO’s historical employee behavior that is reviewed on an annual basis. No dividends are assumed.

WESCO INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

(unaudited)

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



	Three Months Ended				Six Months Ended
	June 30, 2016		June 30, 2015		June 30, 2016		June 30, 2015
Stock-settled stock appreciation rights granted	4,744		—		708,254		394,182
Weighted-average fair value	$	17.22	$	—	$	12.90	$	21.68

Restricted stock units granted	137		—		143,305		78,292
Weighted-average fair value	$	54.67	$	—	$	42.45	$	69.54

Performance-based awards granted	—		—		91,768		59,661
Weighted-average fair value	$	—	$	—	$	47.00	$	67.81

The fair value of stock-settled stock appreciation rights was estimated using the following weighted-average assumptions:



	Three Months Ended				Six Months Ended
	June 30, 2016		June 30, 2015		June 30, 2016		June 30, 2015
Risk free interest rate	1.2	%	—	%	1.2	%	1.6	%
Expected life (in years)	5		0		5		5
Expected volatility	32	%	—	%	32	%	32	%

The risk-free interest rate is based on the U.S. Treasury Daily Yield Curve rates as of the grant date. The expected life is based on historical exercise experience and the expected volatility is based on the volatility of the Company's daily stock prices over a five-year period preceding the grant date.

The following table sets forth a summary of stock-settled stock appreciation rights and related information for the six months ended June 30, 2016:



	Awards		Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (In years)	Aggregate Intrinsic Value (In thousands)
Outstanding at December 31, 2015	2,567,021		$	54.47
Granted	708,254		42.59
Exercised	(16,216	)	36.38
Forfeited	(157,897	)	59.38
Outstanding at June 30, 2016	3,101,162		51.59		5.2	$	25,333
Exercisable at June 30, 2016	2,190,613		$	51.66	3.4	$	19,508

WESCO INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

(unaudited)

The following table sets forth a summary of time-based restricted stock units and related information for the six months ended June 30, 2016:



	Awards		Weighted- Average Fair Value
Unvested at December 31, 2015	175,411		$	74.52
Granted	143,305		42.45
Vested	(54,879	)	72.57
Forfeited	(15,486	)	58.97
Unvested at June 30, 2016	248,351		$	57.62

Performance shares are awards for which the vesting will occur based on market or performance conditions. The following table sets forth a summary of performance-based awards for the six months ended June 30, 2016:



	Awards		Weighted- Average Fair Value
Unvested at December 31, 2015	114,520		$	76.48
Granted	91,768		47.00
Vested	—		—
Forfeited	(53,394	)	71.89
Unvested at June 30, 2016	152,894		$	60.39

The fair value of the performance shares granted during the six months ended June 30, 2016 was estimated using the following weighted-average assumptions:



Weighted-Average Assumptions
Grant date share price	$	42.44
WESCO expected volatility	26.3		%
Peer group median volatility	24.2		%
Risk-free interest rate	0.89		%
Correlation of peer company returns	121.5		%

The unvested performance-based awards in the table above include 76,447 shares in which vesting of the ultimate number of shares is dependent upon WESCO's total stockholder return in relation to the total stockholder return of a select group of peer companies over a three-year period. These awards are accounted for as awards with market conditions; compensation cost is recognized over the service period, regardless of whether the market conditions are achieved and the awards ultimately vest.

Vesting of the remaining 76,447 shares of performance-based awards in the table above is dependent upon the three-year average growth rate of WESCO's net income. These awards are accounted for as awards with performance conditions; compensation cost is recognized over the performance period based upon WESCO's determination of whether it is probable that the performance targets will be achieved.

WESCO recognized $3.4 million and $4.0 million of non-cash stock-based compensation expense, which is included in selling, general and administrative expenses, for the three months ended June 30, 2016 and 2015, respectively. WESCO recognized $7.0 million and $7.8 million of non-cash stock-based compensation expense, which is included in selling, general and administrative expenses, for the six months ended June 30, 2016 and 2015, respectively. As of June 30, 2016, there was $23.9 million of total unrecognized compensation cost related to non-vested stock-based compensation arrangements for all awards previously made, of which approximately $6.9 million is expected to be recognized over the remainder of 2016, $10.4 million in 2017, $6.0 million in 2018 and $0.6 million in 2019.

WESCO INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

(unaudited)

During the six months ended June 30, 2016 and 2015, the total intrinsic value of all awards exercised was $2.7 million and $15.3 million, respectively. The gross deferred tax benefit associated with the exercise of awards for the six months ended June 30, 2016 and 2015 totaled $1.0 million and $5.5 million, respectively, and was recorded as an increase to additional capital.

6. EARNINGS PER SHARE

Basic earnings per share is computed by dividing net income by the weighted-average number of common shares outstanding during the periods. Diluted earnings per share is computed by dividing net income by the weighted-average common shares and common share equivalents outstanding during the periods. The dilutive effect of common share equivalents is considered in the diluted earnings per share computation using the treasury stock method, which includes consideration of equity awards and contingently convertible debt.

The following table sets forth the details of basic and diluted earnings per share:



	Three Months Ended				Six Months Ended
	June 30,				June 30,
(In thousands, except per share data)	2016		2015		2016		2015
Net income attributable to WESCO International, Inc.	$	49,798	$	51,741	$	85,852	$	98,772
Weighted-average common shares outstanding used in computing basic earnings per share	42,238		43,997		42,224		44,200
Common shares issuable upon exercise of dilutive equity awards	569		767		494		795
Common shares issuable from contingently convertible debentures (see below for basis of calculation)	5,820		7,138		5,120		7,055
Weighted-average common shares outstanding and common share equivalents used in computing diluted earnings per share	48,627		51,902		47,838		52,050
Earnings per share attributable to WESCO International, Inc.
Basic	$	1.18	$	1.18	$	2.03	$	2.23
Diluted	$	1.02	$	1.00	$	1.79	$	1.90

For the three and six months ended June 30, 2016, the computation of diluted earnings per share attributable to WESCO International, Inc. excluded stock-based awards of approximately 1.5 million and 2.1 million, respectively. For the three and six months ended June 30, 2015, the computation of diluted earnings per share attributable to WESCO International, Inc. excluded stock-based awards of approximately 0.9 million. These amounts were excluded because their effect would have been antidilutive.

Because of WESCO’s obligation to settle the par value of the 2029 Debentures in cash upon conversion, WESCO is required to include shares underlying the 2029 Debentures in its diluted weighted-average shares outstanding when the average stock price per share for the period exceeds the conversion price of the debentures. Only the number of shares that would be issuable under the treasury stock method of accounting for share dilution are included, which is based upon the amount by which the average stock price exceeds the conversion price. The conversion price of the 2029 Debentures is $28.87. Share dilution was limited to a maximum of 11,947,533 shares as of June 30, 2016. For the three and six months ended June 30, 2016, the effect of the 2029 Debentures on diluted earnings per share attributable to WESCO International, Inc. was a decrease of $0.14 and $0.22, respectively. For the three and six months ended June 30, 2015, the effect of the 2029 Debentures on diluted earnings per share attributable to WESCO International, Inc. was a decrease of $0.16 and $0.30, respectively.

In December 2014, the Company's Board of Directors authorized the repurchase of up to $300 million of the Company's common stock through December 31, 2017. During the year ended December 31, 2015, the Company entered into accelerated stock repurchase agreements (the "ASR Transactions") with certain financial institutions to purchase shares of its common stock. In exchange for up-front cash payments totaling $150 million, the Company received 2,468,576 shares, of which 1,050,927 shares were received during the six months ended June 30, 2015. The total number of shares ultimately delivered under the ASR Transactions was determined by the average of the volume-weighted-average prices of the Company's common stock for each exchange business day during the respective settlement valuation periods. WESCO funded the repurchases with

WESCO INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

(unaudited)

borrowings under its prior revolving credit facility. For purposes of computing earnings per share, share repurchases were reflected as a reduction to common shares outstanding on the respective share delivery dates.

7. DEBT

5.375% Senior Notes due 2024

On June 15, 2016, WESCO Distribution, Inc. issued $350 million aggregate principal amount of 5.375% Senior Notes due 2024 (the "2024 Notes") through a private offering exempt from the registration requirements of the Securities Act of 1933, as amended. The 2024 Notes were issued at 100% of par and are governed by an indenture (the “Indenture”) entered into on June 15, 2016 among WESCO Distribution, Inc., as issuer, WESCO International, Inc., as parent guarantor, and U.S. Bank National Association, as trustee. The 2024 Notes are unsecured senior obligations of WESCO Distribution, Inc. and are guaranteed on a senior unsecured basis by WESCO International, Inc. The 2024 Notes bear interest at a rate of 5.375% per annum, payable semi-annually in arrears on June 15 and December 15 of each year, commencing on December 15, 2016. The notes mature on June 15, 2024.

WESCO incurred costs totaling $5.9 million to issue the 2024 Notes, which are recorded as a reduction to the carrying value of the debt. The Company intends to use the net proceeds to repay its 2029 Debentures, which are redeemable on or after September 15, 2016. Until the 2029 Debentures are repaid, the Company is using the net proceeds to temporarily reduce other debt facilities for which there are no prepayment penalties.

At any time on or after June 15, 2019, WESCO Distribution, Inc. may redeem all or a part of the 2024 Notes. Between June 15, 2019 and June 14, 2020, WESCO Distribution, Inc. may redeem all or a part of the 2024 Notes at a redemption price equal to 104.031% of the principal amount. Between June 15, 2020 and June 14, 2021, WESCO Distribution, Inc. may redeem all or a part of the 2024 Notes at a redemption price equal to 102.688% of the principal amount. Between June 15, 2021 and June 14, 2022, WESCO Distribution, Inc. may redeem all or a part of the 2024 Notes at a redemption price equal to 101.344% of the principal amount. On and after June 15, 2022, WESCO Distribution, Inc. may redeem all or a part of the 2024 Notes at a redemption price equal to 100% of the principal amount.

The Indenture governing the 2024 Notes contains customary covenants and events of default. Upon a change of control, the holders of the 2024 Notes have the right to require WESCO Distribution, Inc. to repurchase all or any part of the 2024 Notes at a redemption price equal to 101% of the principal amount thereof, plus accrued and unpaid interest.

8. EMPLOYEE BENEFIT PLANS

A majority of WESCO’s employees are covered by defined contribution retirement savings plans for their services rendered subsequent to WESCO’s formation. WESCO also offers a deferred compensation plan for select individuals. For U.S. participants, WESCO matches contributions made by employees at an amount equal to 50% of participants' total monthly contributions up to a maximum of 6% of eligible compensation. For Canadian participants, WESCO matches contributions in an amount ranging from 3% to 5% of the participant’s eligible compensation based on years of continuous service. In addition, for U.S. participants, employer contributions may be made at the discretion of the Board of Directors. For the six months ended June 30, 2016 and 2015, WESCO incurred charges of $18.1 million and $14.3 million, respectively, for all such plans. Contributions are made in cash to employee retirement savings plan accounts. The deferred compensation plan is an unfunded plan. As of June 30, 2016 and December 31, 2015, the Company's obligation under the deferred compensation plan was $21.2 million and $23.5 million, respectively. Employees have the option to transfer balances allocated to their accounts in the defined contribution retirement savings plan and the deferred compensation plan into any of the available investment options.

In connection with the December 14, 2012 acquisition of EECOL, the Company assumed a contributory defined benefit plan covering substantially all Canadian employees of EECOL and a Supplemental Executive Retirement Plan for certain executives of EECOL.

WESCO INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

(unaudited)

The following table reflects the components of net periodic benefit costs for the Company's defined benefit plans:



	Three Months Ended						Six Months Ended
	June 30,						June 30,
(In thousands of dollars)	2016			2015			2016			2015
Service cost	$	990		$	1,158		$	1,913		$	2,328
Interest cost	993			1,031			1,918			2,073
Expected return on plan assets	(1,372		)	(1,351		)	(2,651		)	(2,718		)
Recognized actuarial gain	(11		)	(4		)	(20		)	(8		)
Net periodic benefit cost	$	600		$	834		$	1,160		$	1,675

During the three and six months ended June 30, 2016, the Company made aggregate cash contributions of $0.5 million and $1.0 million, respectively, to its defined benefit plans.

9. COMMITMENTS AND CONTINGENCIES

WESCO is subject to the laws and regulations of states and other jurisdictions concerning the identification, reporting and escheatment (the transfer of property to the state) of unclaimed or abandoned funds, and is subject to audit and examination for compliance with these requirements. WESCO Distribution, Inc. is currently undergoing a compliance audit in the State of Delaware concerning the identification, reporting and escheatment of unclaimed or abandoned property. A third party auditor is conducting the audit on behalf of the State, and the Company has been working with an outside consultant during the audit process and in discussions with the auditors. The Company is defending the audit, the outcome of which cannot be predicted with certainty at this time. After the third party auditor completes its field work, it is expected to issue preliminary findings for review by the Company and the State, and thereafter the auditor is expected to issue a final report of examination. If the Company and State do not reach resolution after further discussion, the State issues a demand for payment, which the Company may either agree to pay or appeal, in full or in part. The Company has recorded a liability for unclaimed property based on the facts currently known to the Company.

In October 2014, WESCO was notified that the New York County District Attorney’s Office is conducting a criminal investigation involving minority and disadvantaged business contracting practices in the construction industry in New York City and that various contractors, minority and disadvantaged business firms, and their material suppliers, including the Company, are a part of this investigation. The Company has commenced an internal review of this matter and intends to cooperate with the government investigation. The Company cannot predict the outcome or impact of the matter at this time, but could be subject to fines, penalties or other adverse consequences. Based on the facts currently known to the Company, it cannot reasonably estimate a range of exposure to potential liability at this time.

10. INCOME TAXES

The effective tax rate for the three and six months ended June 30, 2016 was 27.3% and 29.2%, respectively. The effective tax rate for the three and six months ended June 30, 2015 was 29.3% and 29.4%, respectively. WESCO’s effective tax rate is lower than the federal statutory rate of 35% due to benefits resulting from the tax effect of intercompany financing and lower rates on foreign earnings, which are partially offset by nondeductible expenses and state taxes.

The total amount of unrecognized tax benefits was reduced by $2.3 million during the six months ended June 30, 2016 to $3.1 million due to the settlement of outstanding tax matters and the expiration of statutes of limitation. At June 30, 2016, the amount of unrecognized tax benefits that would affect the effective tax rate if recognized in the consolidated financial statements was $4.5 million. It is reasonably possible that the amount of unrecognized tax benefits will decrease by approximately $0.9 million within the next twelve months due to the expiration of statutes of limitation and the settlement of state audits. Of this amount, $0.3 million could impact the effective tax rate.

WESCO INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

(unaudited)

11. CONDENSED CONSOLIDATING FINANCIAL INFORMATION

WESCO International, Inc. has outstanding $344.9 million in aggregate principal amount of 2029 Debentures. The 2029 Debentures are fully and unconditionally guaranteed by WESCO Distribution, Inc., a 100% owned subsidiary of WESCO International, Inc., on a senior subordinated basis to all existing and future senior indebtedness of WESCO Distribution, Inc.

WESCO Distribution, Inc. has outstanding $500 million in aggregate principal amount of 5.375% Senior Notes due 2021 (the "2021 Notes"). The 2021 Notes are unsecured senior obligations of WESCO Distribution, Inc. and are fully and unconditionally guaranteed on a senior unsecured basis by WESCO International, Inc.

WESCO Distribution, Inc. has outstanding $350 million in aggregate principal amount of 2024 Notes. The 2024 Notes are unsecured senior obligations of WESCO Distribution, Inc. and are fully and unconditionally guaranteed on a senior unsecured basis by WESCO International, Inc.

Condensed consolidating financial information for WESCO International, Inc., WESCO Distribution, Inc. and the non-guarantor subsidiaries is presented in the following tables.



	Condensed Consolidating Balance Sheet
	June 30, 2016

(In thousands of dollars)	WESCO International, Inc.		WESCO Distribution, Inc.		Non-Guarantor Subsidiaries			Consolidating and Eliminating Entries			Consolidated
Cash and cash equivalents	$	—	$	35,798	$	124,492		$	—		$	160,290
Trade accounts receivable, net	—		—		1,117,983			—			1,117,983
Inventories	—		376,376		454,677			—			831,053
Prepaid expenses and other current assets	4		41,757		164,521			(8,971		)	197,311
Total current assets	4		453,931		1,861,673			(8,971		)	2,306,637
Intercompany receivables, net	—		—		1,615,622			(1,615,622		)	—
Property, buildings and equipment, net	—		52,867		110,990			—			163,857
Intangible assets, net	—		3,744		416,403			—			420,147
Goodwill	—		244,648		1,495,508			—			1,740,156
Investments in affiliates	3,482,470		3,941,386		—			(7,423,856		)	—
Other assets	—		23,799		38,080			—			61,879
Total assets	$	3,482,474	$	4,720,375	$	5,538,276		$	(9,048,449	)	$	4,692,676

Accounts payable	$	—	$	385,964	$	326,934		$	—		$	712,898
Short-term debt	—		—		43,494			—			43,494
Other current liabilities	15,255		64,065		144,206			(8,971		)	214,555
Total current liabilities	15,255		450,029		514,634			(8,971		)	970,947
Intercompany payables, net	1,321,223		294,399		—			(1,615,622		)	—
Long-term debt, net	180,054		1,023,489		157,115			—			1,360,658
Other noncurrent liabilities	19,102		226,553		172,842			—			418,497
Total WESCO International, Inc. stockholders' equity	1,946,840		2,725,905		4,697,951			(7,423,856		)	1,946,840
Noncontrolling interests	—		—		(4,266		)	—			(4,266		)
Total liabilities and stockholders’ equity	$	3,482,474	$	4,720,375	$	5,538,276		$	(9,048,449	)	$	4,692,676

WESCO INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

(unaudited)



	Condensed Consolidating Balance Sheet
	December 31, 2015

(In thousands of dollars)	WESCO International, Inc.		WESCO Distribution, Inc.		Non-Guarantor Subsidiaries			Consolidating and Eliminating Entries			Consolidated
Cash and cash equivalents	$	—	$	38,963	$	121,316		$	—		$	160,279
Trade accounts receivable, net	—		—		1,075,257			—			1,075,257
Inventories	—		376,641		433,426			—			810,067
Prepaid expenses and other current assets	15		47,290		173,596			(8,970		)	211,931
Total current assets	15		462,894		1,803,595			(8,970		)	2,257,534
Intercompany receivables, net	—		—		1,964,848			(1,964,848		)	—
Property, buildings and equipment, net	—		56,921		109,818			—			166,739
Intangible assets, net	—		4,072		399,577			—			403,649
Goodwill	—		255,251		1,426,411			—			1,681,662
Investments in affiliates	3,309,006		3,827,069		—			(7,136,075		)	—
Other assets	—		32,601		27,541			—			60,142
Total assets	$	3,309,021	$	4,638,808	$	5,731,790		$	(9,109,893	)	$	4,569,726

Accounts payable	$	—	$	414,524	$	300,995		$	—		$	715,519
Short-term debt	—		—		43,314			—			43,314
Other current liabilities	15,254		55,129		127,555			(8,970		)	188,968
Total current liabilities	15,254		469,653		471,864			(8,970		)	947,801
Intercompany payables, net	1,320,240		644,608		—			(1,964,848		)	—
Long-term debt, net	177,753		737,490		523,819			—			1,439,062
Other noncurrent liabilities	19,102		216,515		173,375			—			408,992
Total WESCO International, Inc. stockholders' equity	1,776,672		2,570,542		4,565,533			(7,136,075		)	1,776,672
Noncontrolling interests	—		—		(2,801		)	—			(2,801		)
Total liabilities and stockholders’ equity	$	3,309,021	$	4,638,808	$	5,731,790		$	(9,109,893	)	$	4,569,726

WESCO INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

(unaudited)



	Condensed Consolidating Statement of Income and Comprehensive Income
	Three Months Ended
	June 30, 2016

(In thousands of dollars)	WESCO International, Inc.			WESCO Distribution, Inc.			Non-Guarantor Subsidiaries			Consolidating and Eliminating Entries			Consolidated
Net sales	$	—		$	853,028		$	1,087,050		$	(28,496	)	$	1,911,582
Cost of goods sold (excluding depreciation and
amortization)	—			682,808			877,801			(28,496		)	1,532,113
Selling, general and administrative expenses	11			142,942			131,570			—			274,523
Depreciation and amortization	—			5,098			11,861			—			16,959
Results of affiliates’ operations	54,511			42,518			—			(97,029		)	—
Interest expense (income), net	6,333			20,845			(7,726		)	—			19,452
Income tax (benefit) expense	(1,685		)	(1,108		)	21,476			—			18,683
Net income	49,852			44,961			52,068			(97,029		)	49,852
Net income attributable to noncontrolling interests	—			—			54			—			54
Net income attributable to WESCO International, Inc.	$	49,852		$	44,961		$	52,014		$	(97,029	)	$	49,798
Other comprehensive loss:
Foreign currency translation adjustments	(1,765		)	(1,765		)	(1,765		)	3,530			(1,765		)
Comprehensive income attributable to WESCO International, Inc.	$	48,087		$	43,196		$	50,249		$	(93,499	)	$	48,033



	Condensed Consolidating Statement of Income and Comprehensive Income
	Three Months Ended
	June 30, 2015

(In thousands of dollars)	WESCO International, Inc.			WESCO Distribution, Inc.		Non-Guarantor Subsidiaries			Consolidating and Eliminating Entries			Consolidated
Net sales	$	—		$	884,769	$	1,062,255		$	(30,306	)	$	1,916,718
Cost of goods sold (excluding depreciation and
amortization)	—			714,088		851,302			(30,306		)	1,535,084
Selling, general and administrative expenses	9			147,911		127,322			—			275,242
Depreciation and amortization	—			4,940		11,199			—			16,139
Results of affiliates’ operations	55,029			46,387		—			(101,416		)	—
Interest expense (income), net	6,200			17,240		(4,827		)	—			18,613
Income tax (benefit) expense	(1,819		)	167		22,653			—			21,001
Net income	50,639			46,810		54,606			(101,416		)	50,639
Net loss attributable to noncontrolling interests	—			—		(1,102		)	—			(1,102		)
Net income attributable to WESCO International, Inc.	$	50,639		$	46,810	$	55,708		$	(101,416	)	$	51,741
Other comprehensive income:
Foreign currency translation adjustments	25,542			25,542		25,542			(51,084		)	25,542
Comprehensive income attributable to WESCO International, Inc.	$	76,181		$	72,352	$	81,250		$	(152,500	)	$	77,283

WESCO INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

(unaudited)



	Condensed Consolidating Statement of Income and Comprehensive Income
	Six Months Ended
	June 30, 2016

(In thousands of dollars)	WESCO International, Inc.			WESCO Distribution, Inc.			Non-Guarantor Subsidiaries			Consolidating and Eliminating Entries			Consolidated
Net sales	$	—		$	1,653,518		$	2,087,095		$	(53,070	)	$	3,687,543
Cost of goods sold (excluding depreciation and
amortization)	—			1,322,481			1,683,495			(53,070		)	2,952,906
Selling, general and administrative expenses	(366		)	223,149			321,026			—			543,809
Depreciation and amortization	—			10,203			23,129			—			33,332
Results of affiliates’ operations	92,970			33,834			—			(126,804		)	—
Interest expense (income), net	12,651			39,704			(14,074		)	—			38,281
Income tax (benefit) expense	(3,702		)	16,939			21,591			—			34,828
Net income	84,387			74,876			51,928			(126,804		)	84,387
Net loss attributable to noncontrolling interests	—			—			(1,465		)	—			(1,465		)
Net income attributable to WESCO International, Inc.	$	84,387		$	74,876		$	53,393		$	(126,804	)	$	85,852
Other comprehensive income (loss):
Foreign currency translation adjustments	80,505			80,505			80,505			(161,010		)	80,505
Post retirement benefit plan adjustments	$	(16	)	$	(16	)	$	(16	)	$	32		$	(16	)
Comprehensive income attributable to WESCO International, Inc.	$	164,876		$	155,365		$	133,882		$	(287,782	)	$	166,341

WESCO INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

(unaudited)



	Condensed Consolidating Statement of Income and Comprehensive Income
	Six Months Ended
	June 30, 2015

(In thousands of dollars)	WESCO International, Inc.			WESCO Distribution, Inc.			Non-Guarantor Subsidiaries			Consolidating and Eliminating Entries			Consolidated
Net sales	$	—		$	1,724,052		$	2,067,504		$	(58,508	)	$	3,733,048
Cost of goods sold (excluding depreciation and
amortization)	—			1,383,896			1,658,335			(58,508		)	2,983,723
Selling, general and administrative expenses	16			284,322			255,488			—			539,826
Depreciation and amortization	—			9,774			22,286			—			32,060
Results of affiliates’ operations	106,194			82,655			—			(188,849		)	—
Interest expense (income), net	12,388			35,880			(8,760		)	—			39,508
Provision for income taxes	(3,641		)	2,989			41,152			—			40,500
Net income	97,431			89,846			99,003			(188,849		)	97,431
Net loss attributable to noncontrolling interests	—			—			(1,341		)	—			(1,341		)
Net income attributable to WESCO International, Inc.	$	97,431		$	89,846		$	100,344		$	(188,849	)	$	98,772
Other comprehensive loss:
Foreign currency translation adjustments	(88,257		)	(88,257		)	(88,257		)	176,514			(88,257		)
Comprehensive income attributable to WESCO International, Inc.	$	9,174		$	1,589		$	12,087		$	(12,335	)	$	10,515

WESCO INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

(unaudited)



	Condensed Consolidating Statement of Cash Flows
	Six Months Ended
	June 30, 2016

(In thousands of dollars)	WESCO International, Inc.			WESCO Distribution, Inc.			Non-Guarantor Subsidiaries			Consolidating and Eliminating Entries			Consolidated
Net cash (used in) provided by operating activities	$	(233	)	$	(236,891	)	$	375,734		$	—		$	138,610
Investing activities:
Capital expenditures	—			(5,507		)	(1,579		)	—			(7,086		)
Acquisition payments, net of cash acquired	—			(50,946		)	—			—			(50,946		)
Dividends received from subsidiaries	—			31,234			—			(31,234		)	—
Other	—			(23,477		)	627			14,747			(8,103		)
Net cash used in investing activities	—			(48,696		)	(952		)	(16,487		)	(66,135		)
Financing activities:
Borrowings	973			919,017			193,624			(23,477		)	1,090,137
Repayments	—			(636,747		)	(537,712		)	8,730			(1,165,729		)
Dividends paid by subsidiaries	—			—			(31,234		)	31,234			—
Other	(740		)	152			—			—			(588		)
Net cash provided by (used in) financing activities	233			282,422			(375,322		)	16,487			(76,180		)
Effect of exchange rate changes on cash and cash equivalents	—			—			3,716			—			3,716
Net change in cash and cash equivalents	—			(3,165		)	3,176			—			11
Cash and cash equivalents at the beginning of period	—			38,963			121,316			—			160,279
Cash and cash equivalents at the end of period	$	—		$	35,798		$	124,492		$	—		$	160,290

WESCO INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(CONTINUED)

(unaudited)



	Condensed Consolidating Statement of Cash Flows
	Six Months Ended
	June 30, 2015

(In thousands of dollars)	WESCO International, Inc.			WESCO Distribution, Inc.			Non-Guarantor Subsidiaries			Consolidating and Eliminating Entries			Consolidated
Net cash provided by operating activities	$	2,440		$	91,787		$	38,414		$	—		$	132,641
Investing activities:
Capital expenditures	—			(7,144		)	(5,480		)	—			(12,624		)
Acquisition payments, net of cash acquired	—			(68,502		)	—			—			(68,502		)
Dividends received from subsidiaries	—			32,600			—			(32,600		)	—
Other	—			(100,639		)	10,155			91,909			1,425
Net cash used in investing activities	—			(143,685		)	4,675			59,309			(79,701		)
Financing activities:
Borrowings	76,769			598,269			280,197			(100,639		)	854,596
Repayments	—			(537,194		)	(250,996		)	8,730			(779,460		)
Equity activities	(80,749		)	—			—			—			(80,749		)
Dividends paid by subsidiaries	—			—			(32,600		)	32,600			—
Other	1,540			2,040			—			—			3,580
Net cash (used in) provided by financing activities	(2,440		)	63,115			(3,399		)	(59,309		)	(2,033		)
Effect of exchange rate changes on cash and cash equivalents	—			—			(4,919		)	—			(4,919		)
Net change in cash and cash equivalents	—			11,217			34,771			—			45,988
Cash and cash equivalents at the beginning of period	—			32,508			95,811			—			128,319
Cash and cash equivalents at the end of period	$	—		$	43,725		$	130,582		$	—		$	174,307

Revisions

The unaudited Condensed Consolidating Statement of Cash Flows for the six months ended June 30, 2015 was revised to appropriately present dividends paid by the non-guarantor subsidiaries and dividends received by WESCO Distribution, Inc. The revisions did not impact the consolidated amounts previously reported, nor did they impact the Company's obligations under the 2021 Notes or the 2029 Debentures.

As described in Note 2, the Company adopted certain accounting pronouncements during the first quarter of 2016 that were effective beginning this fiscal year. The adoption of such guidance resulted in certain reclassifications to amounts previously reported in the Condensed Consolidating Balance Sheet at December 31, 2015.

12. SUBSEQUENT EVENTS

The Company evaluated subsequent events and concluded that no subsequent events have occurred that would require recognition in the unaudited Condensed Consolidated Financial Statements or disclosure in the Notes thereto.

WESCO INTERNATIONAL, INC. AND SUBSIDIARIES

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

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

Company Overview

WESCO International, Inc., incorporated in 1993 and effectively formed in February 1994 upon acquiring a distribution business from Westinghouse Electric Corporation, is a leading North American based distributor of products and provider of advanced supply chain management and logistics services used primarily in industrial, construction, utility and commercial, institutional and government (“CIG”) markets. We are a leading provider of electrical, industrial, and communications maintenance, repair and operating (“MRO”) and original equipment manufacturers (“OEM”) products, construction materials, and advanced supply chain management and logistics services. Our primary product categories include general electrical and industrial supplies, wire, cable and conduit, communications and security, electrical distribution and controls, lighting and sustainability, and automation, controls and motors.

We serve over 80,000 active customers globally through approximately 500 full service branches located primarily in North America, with operations in 14 additional countries and nine distribution centers located in the United States and Canada. The Company employs approximately 9,300 employees worldwide. We distribute over 1,000,000 products, grouped into six categories, from more than 25,000 suppliers utilizing a highly automated, proprietary electronic procurement and inventory replenishment system.

In addition, we offer a comprehensive portfolio of value-added capabilities, which includes supply chain management, logistics and transportation, procurement, warehousing and inventory management, as well as kitting, limited assembly of products and system installation. Our value-added capabilities, extensive geographic reach, experienced workforce and broad product and supply chain solutions have enabled us to grow our business and establish a leading position in North America.

Our financial results for the first six months of 2016 reflect a challenging market environment and the negative effects of foreign currency exchange, partially offset by the benefits of cost reduction actions and discretionary spending controls. Net sales decreased $45.5 million, or 1.2%, over the same period last year. Cost of goods sold as a percentage of net sales was 80.1% and 79.9% for the first six months of 2016 and 2015, respectively. Selling, general and administrative ("SG&A") expenses as a percentage of net sales were 14.7% and 14.5% for the first six months of 2016 and 2015, respectively. Operating profit was $157.5 million for the current six month period, compared to $177.4 million for the first six months of 2015. Operating profit decreased primarily due to unfavorable business mix, which was partially offset by effective cost controls. Net income attributable to WESCO International, Inc. for the six months ended June 30, 2016 and 2015 was $85.9 million and $98.8 million, respectively.

Cash Flow

We generated $138.6 million in operating cash flow for the first six months of 2016. Investing activities included net payments of $50.9 million, primarily for the acquisition of Atlanta Electrical Distributors, LLC, and capital expenditures of $7.1 million. Financing activities consisted of borrowings and repayments of $602.3 million and $661.3 million, respectively, related to our revolving credit facility (the "Revolving Credit Facility"), borrowings and repayments of $74.1 million and $441.5 million, respectively, related to our accounts receivable securitization facility (the “Receivables Facility”) and proceeds from the issuance of 5.375% Senior Notes due 2024 (the "2024 Notes") of $350.0 million. Financing activities for the first six months of 2016 also included borrowings and repayments on our various international lines of credit of approximately $63.7 million and $62.9 million, respectively. Free cash flow for the first six months of 2016 and 2015 was $131.5 million and $120.0 million, respectively.

WESCO INTERNATIONAL, INC. AND SUBSIDIARIES

The following table sets forth the components of free cash flow:



	Three Months Ended						Six Months Ended
Free Cash Flow:	June 30, 2016			June 30, 2015			June 30, 2016			June 30, 2015

Cash flow provided by operations	$	60.0		$	42.5		$	138.6		$	132.6
Less: Capital expenditures	(3.5		)	(7.6		)	(7.1		)	(12.6		)
Free cash flow	$	56.5		$	34.9		$	131.5		$	120.0

Note: Free cash flow is a non-GAAP financial measure 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 fund the Company's financing needs.

Financing Availability

As of June 30, 2016, we had $507.7 million in total available borrowing capacity under our Revolving Credit Facility, which matures in September 2020, and $374.9 million in available borrowing capacity under our Receivables Facility, which matures in September 2018.

Critical Accounting Policies and Estimates

During the six months ended June 30, 2016, there were no significant changes to our critical accounting policies and estimates referenced in our 2015 Annual Report on Form 10-K. See Note 2 of our Notes to Condensed Consolidated Financial Statements for information regarding our critical accounting policies.

Results of Operations

Second Quarter of 2016 versus Second Quarter of 2015

The following table sets forth the percentage relationship to net sales of certain items in our Condensed Consolidated Statements of Income and Comprehensive Income for the periods presented:



	Three Months Ended
	June 30,
	2016		2015
Net sales	100.0	%	100.0	%
Cost of goods sold (excluding depreciation and amortization)	80.1		80.1
Selling, general and administrative expenses	14.4		14.4
Depreciation and amortization	0.9		0.8
Income from operations	4.6		4.7
Interest expense, net	1.0		1.0
Income before income taxes	3.6		3.7
Provision for income taxes	1.0		1.1
Net income attributable to WESCO International, Inc.	2.6	%	2.6	%

Net sales were approximately $1.9 billion for the second quarter of 2016 and 2015. Acquisitions had a 3.7% positive impact on net sales and were partially offset by a 0.9% impact from foreign exchange rates, resulting in a 3.1% decrease in normalized organic sales for the second quarter of 2016.

WESCO INTERNATIONAL, INC. AND SUBSIDIARIES

The following table sets forth normalized organic sales growth for the period presented:



	Three Months Ended
Normalized Organic Sales:	June 30, 2016
Change in net sales	(0.3	)%
Impact from acquisitions	3.7	%
Impact from foreign exchange rates	(0.9	)%
Impact from number of workdays	—	%
Normalized organic sales growth	(3.1	)%

Note: Normalized organic sales growth is a non-GAAP financial measure provided by the Company to give a better understanding of the Company's sales growth trends. Normalized organic sales growth is calculated by deducting the percentage impact from acquisitions in the first year of ownership, foreign exchange rates and number of workdays from the overall percentage change in consolidated net sales.

Cost of goods sold for the second quarter of 2016 and 2015 was approximately $1.5 billion, and as a percentage of net sales was 80.1% in 2016 and 2015.

SG&A expenses in the second quarter of 2016 totaled $274.5 million versus $275.2 million in last year's comparable quarter. As a percentage of net sales, SG&A expenses in the second quarter of 2016 and 2015 were 14.4%. SG&A expenses were flat due to costs from recent acquisitions and higher payroll expenses, which were offset by savings from headcount reductions, branch closures and consolidations, and ongoing discretionary spending cost controls.

SG&A payroll expenses for the second quarter of 2016 of $194.0 million increased by $0.7 million compared to the same quarter in 2015.

Depreciation and amortization for the second quarter of 2016 and 2015 was $17.0 million and $16.1 million, respectively.

Interest expense totaled $19.5 million for the second quarter of 2016 compared to $18.6 million in last year's comparable quarter, an increase of 4.5%. The following table sets forth the components of interest expense:



	Three Months Ended
	June 30,
	2016			2015
	(In millions of dollars)
Amortization of debt discount	$	1.2		$	1.5
Amortization of deferred financing fees	0.9			1.5
Interest related to uncertain tax provisions	0.1			0.1
Accrued interest	(1.0		)	(1.5		)
Non-cash interest expense	1.2			1.6
Cash interest expense	18.3			17.0
Total interest expense	$	19.5		$	18.6

Income tax expense totaled $18.7 million in the second quarter of 2016 compared to $21.0 million in last year's comparable quarter, and the effective tax rate was 27.3% compared to 29.3% in the same quarter in 2015. Our effective tax rate is impacted by the relative amounts of income earned in the United States and foreign jurisdictions, primarily Canada, and the tax rates in these jurisdictions. The decrease in the effective tax rate in the second quarter of 2016 as compared to last year’s quarter was primarily due to the relative amounts of income earned in foreign jurisdictions with lower tax rates.

For the second quarter of 2016, net income decreased by $0.7 million to $49.9 million compared to $50.6 million in the second quarter of 2015.

Net income of $0.1 million was attributable to noncontrolling interests for the second quarter of 2016, as compared to a net loss of $1.1 million for the second quarter of 2015. The change in net income (loss) attributable to noncontrolling interests was primarily due to foreign currency transactions.

WESCO INTERNATIONAL, INC. AND SUBSIDIARIES

Net income and diluted earnings per share attributable to WESCO International, Inc. were $49.8 million and $1.02 per share, respectively, for the second quarter of 2016, compared with $51.7 million and $1.00 per share, respectively, for the second quarter of 2015.

Six Months Ended June 30, 2016 versus Six Months Ended June 30, 2015

The following table sets forth the percentage relationship to net sales of certain items in our Condensed Consolidated Statements of Income and Comprehensive Income for the periods presented:



	Six Months Ended
	June 30,
	2016		2015
Net sales	100.0	%	100.0	%
Cost of goods sold (excluding depreciation and amortization)	80.1		79.9
Selling, general and administrative expenses	14.7		14.5
Depreciation and amortization	0.9		0.9
Income from operations	4.3		4.8
Interest expense, net	1.1		1.1
Income before income taxes	3.2		3.7
Provision for income taxes	0.9		1.1
Net income attributable to WESCO International, Inc.	2.3	%	2.6	%

Net sales were approximately $3.7 billion for the first six months of 2016 and 2015. Acquisitions and workdays had positive impacts on net sales of 3.8% and 1.6%, respectively, and were partially offset by a 1.7% impact from foreign exchange rates, resulting in a 4.9% decrease in normalized organic sales growth for the first six months of 2016.

The following table sets forth normalized organic sales growth for the period presented:



	Six Months Ended
Normalized Organic Sales:	June 30, 2016
Change in net sales	(1.2	)%
Impact from acquisitions	3.8	%
Impact from foreign exchange rates	(1.7	)%
Impact from number of workdays	1.6	%
Normalized organic sales growth	(4.9	)%

Cost of goods sold for the first six months of 2016 and 2015 was approximately $3.0 billion, and as a percentage of net sales was 80.1% and 79.9% in 2016 and 2015, respectively. The increase in cost of goods sold as a percentage of net sales was primarily due to unfavorable business mix.

SG&A expenses in the first six months of 2016 totaled $543.8 million versus $539.8 million in last year's comparable period. As a percentage of net sales, SG&A expenses were 14.7% in the first six months of 2016 compared to 14.5% in the first six months of 2015. The increase in SG&A expenses was primarily due to an increase in costs from recent acquisitions and higher payroll expenses, which were partially offset by savings from headcount reductions, branch closures and consolidations, and ongoing discretionary spending cost controls.

SG&A payroll expenses for the first six months of 2016 of $379.9 million increased by $2.0 million compared to the same period in 2015.

Depreciation and amortization for the first six months of 2016 and 2015 was $33.3 million and $32.1 million, respectively.

WESCO INTERNATIONAL, INC. AND SUBSIDIARIES

Interest expense totaled $38.3 million for the first six months of 2016 compared to $39.5 million for the first six months of 2015, a decrease of 3.1%. The following table sets forth the components of interest expense:



	Six Months Ended
	June 30,
	2016		2015
	(In millions of dollars)
Amortization of debt discount	$	2.3	$	3.2
Amortization of deferred financing fees	1.7		3.4
Interest related to uncertain tax provisions	0.3		0.4
Accrued interest	0.7		—
Non-cash interest expense	5.0		7.0
Cash interest expense	33.3		32.5
Total interest expense	$	38.3	$	39.5

Income tax expense totaled $34.8 million in the first six months of 2016 compared to $40.5 million in last year's comparable period, and the effective tax rate was 29.2% compared to 29.4% in the same period in 2015.

For the first six months of 2016, net income decreased by $13.0 million to $84.4 million compared to $97.4 million in the first six months of 2015.

Net loss of $1.5 million and $1.3 million was attributable to noncontrolling interests for the first six months of 2016 and 2015, respectively.

Net income and diluted earnings per share attributable to WESCO International, Inc. were $85.9 million and $1.79 per share, respectively, for the first six months of 2016, compared with $98.8 million and $1.90 per share, respectively, for the first six months of 2015.

Liquidity and Capital Resources

Total assets were $4.7 billion and $4.6 billion at June 30, 2016 and December 31, 2015, respectively. Total liabilities were $2.8 billion at June 30, 2016 and December 31, 2015. Stockholders’ equity increased $168.7 million to $1.9 billion at June 30, 2016, primarily due to net income of $85.9 million and foreign currency translation adjustments of $80.5 million.

Our liquidity needs generally arise from fluctuations in our working capital requirements, capital expenditures, acquisitions and debt service obligations. As of June 30, 2016, we had $507.7 million in available borrowing capacity under our Revolving Credit Facility and $374.9 million in available borrowing capacity under our Receivables Facility, which combined with available cash of $114.6 million, provided liquidity of $997.2 million. Cash included in our determination of liquidity represents cash in deposit and interest bearing investment accounts. We believe cash provided by operations and financing activities will be adequate to cover our current operational and business needs. In addition, the Company regularly reviews its mix of fixed versus variable rate debt, and the Company may, from time to time, issue or retire borrowings and/or refinance existing debt in an effort to mitigate the impact of interest rate fluctuations and to maintain a cost-effective capital structure consistent with its anticipated capital requirements. At June 30, 2016, approximately 75% of the Company's debt portfolio was comprised of fixed rate debt. As previously announced, in June 2016 we issued $350 million aggregate principal amount of 2024 Notes. We intend to use the net proceeds from the 2024 Notes to repay our 6.0% Convertible Senior Debentures due 2029 (the "2029 Debentures"), which are redeemable on or after September 15, 2016. Following the redemption of the 2029 Debentures, we expect the Company's debt portfolio to be relatively balanced between fixed and variable rate debt.

We monitor the depository institutions that hold our cash and cash equivalents on a regular basis, and we believe that we have placed our deposits with creditworthy financial institutions. We also communicate on a regular basis with our lenders regarding our financial and working capital performance, liquidity position and financial leverage. Our financial leverage ratio was 3.8 as of June 30, 2016 and December 31, 2015. In addition, we are in compliance with all covenants and restrictions contained in our debt agreements as of June 30, 2016.

WESCO INTERNATIONAL, INC. AND SUBSIDIARIES

The following table sets forth the Company's financial leverage ratio as of June 30, 2016 and December 31, 2015:



	Twelve months ended
Financial Leverage:	June 30, 2016		December 31, 2015
	(In millions of dollars, except ratio)
Income from operations	$	353.8	$	373.7
Depreciation and amortization	66.2		65.0
EBITDA	$	420.0	$	438.7

	June 30, 2016		December 31, 2015
Current debt and short-term borrowings	$	44.7	$	44.3
Long-term debt	1,360.7		1,439.1
Debt discount and deferred financing fees⁽¹⁾	184.0		182.0
Total debt	$	1,589.4	$	1,665.4

Financial leverage ratio based on total debt	3.8		3.8


⁽¹⁾	Long-term debt is presented in the condensed consolidated balance sheets net of deferred financing fees and debt discount related to the convertible debentures and term loan.

Note: Financial leverage is a non-GAAP financial measure provided by the Company to illustrate its capital structure position. Financial leverage ratio is calculated by dividing total debt, including debt discount and deferred financing fees, by EBITDA. EBITDA is defined as the trailing twelve months earnings before interest, taxes, depreciation and amortization.

At June 30, 2016, we had cash and cash equivalents totaling $160.3 million, of which $132.6 million was held by foreign subsidiaries. The cash held by some of our foreign subsidiaries could be subject to additional U.S. income taxes if repatriated. We believe that we are able to maintain a sufficient level of liquidity for our domestic operations and commitments without repatriation of the cash held by these foreign subsidiaries.

We did not note any triggering events or substantive changes during the first six months of 2016 that would require an interim evaluation of impairment of goodwill or indefinite-lived intangible assets. We will perform our annual impairment testing of goodwill and indefinite-lived intangible assets during the fourth quarter. To test for impairment, we estimate the fair value of our reporting units, which requires judgment and involves the use of significant estimates and assumptions. The determination of fair value could be negatively affected by the current economic environment and conditions in the markets in which we operate and those where our customers are based.

Over the next several quarters, we plan to closely manage working capital, and it is expected that excess cash will be directed primarily at debt reduction, acquisitions and share repurchases. We remain focused on maintaining ample liquidity and credit availability. Until the 2029 Debentures are redeemed, we are using the net proceeds from the 2024 Notes to temporarily pay down other debt facilities for which there are no prepayment penalties. We believe our balance sheet and ability to generate ample cash flow provides us with a durable business model and should allow us to fund expansion needs and growth initiatives.

Cash Flow

Operating Activities. Cash provided by operating activities for the first six months of 2016 totaled $138.6 million, compared with $132.6 million of cash generated for the first six months of 2015. Cash provided by operating activities included net income of $84.4 million and adjustments to net income totaling $57.2 million. Other sources of cash in 2016 included: a decrease in other accounts receivable of $29.4 million due primarily to the collection of supplier volume rebates accrued in the preceding year; and, an increase in other current and noncurrent liabilities of $23.4 million. Primary uses of cash in 2016 included: a decrease in accounts payable of $18.8 million; an increase in trade receivables of $17.3 million resulting from higher sales in the latter part of the current six month period; $12.8 million for the increase in prepaid expenses and other assets; $4.4 million for the increase in inventories; and, $2.6 million for the decrease in accrued payroll and benefit costs.

Cash provided by operating activities for the first six months of 2015 totaled $132.6 million, which included net income of $97.4 million and adjustments to net income totaling $61.5 million. Other sources of cash in 2015 were primarily generated from a decrease in other accounts receivable of $76.6 million due mostly to the reversal of an accrual related to a legal settlement, as well as the collection of supplier volume rebates accrued in the preceding year. Primary uses of cash in 2015

WESCO INTERNATIONAL, INC. AND SUBSIDIARIES

included: a decrease in other current and noncurrent liabilities of $47.1 million primarily due to the legal settlement referenced above; $26.7 million for the increase in inventories; $26.5 million for the decrease in accrued payroll and benefit costs resulting primarily from the payment of management incentive compensation earned by employees in 2014; and, $3.8 million from the increase in trade receivables resulting from higher sales in the latter part of the period.

Investing Activities. Net cash used in investing activities for the first six months of 2016 was $66.1 million, compared with $79.7 million of net cash used during the first six months of 2015. Included in the first six months of 2016 were net acquisition payments of $50.9 million associated primarily with Atlanta Electrical Distributors, LLC, compared to acquisition payments of $68.5 million in the first six months of 2015, which were primarily related to the acquisition of Hill Country Electric Supply, LP. Capital expenditures were $7.1 million for the six month period ended June 30, 2016 as compared to $12.6 million for the six month period ended June 30, 2015.

Financing Activities. Net cash used in financing activities for the first six months of 2016 was $76.2 million, compared to $2.0 million used in the first six months of 2015. During the first six months of 2016, financing activities consisted of borrowings and repayments of $602.3 million and $661.3 million, respectively, related to our Revolving Credit Facility, borrowings and repayments of $74.1 million and $441.5 million, respectively, related to our Receivables Facility and proceeds from the issuance of the 2024 Notes of $350.0 million. Financing activities in 2016 also included borrowings and repayments on our various international lines of credit of approximately $63.7 million and $62.9 million, respectively.

During the first six months of 2015, financing activities consisted of borrowings and repayments of $634.0 million and $564.0 million, respectively, related to our Revolving Credit Facility, borrowings and repayments of $160.2 million and $112.6 million, respectively, related to our Receivables Facility, and repayments of $44.7 million applied to our Term Loan Facility. Financing activities in 2015 also included borrowings and repayments on our various international lines of credit of approximately $60.4 million and $58.2 million, respectively. Additionally, financing activities for the first six months of 2015 included the repurchase of $80.7 million of the Company's common stock, $75.0 million of which was pursuant to the repurchase plan announced on December 17, 2014.

Contractual Cash Obligations and Other Commercial Commitments

There were no material changes in our contractual obligations and other commercial commitments that would require an update to the disclosure provided in our 2015 Annual Report on Form 10-K. Management believes that cash generated from operations, together with amounts available under our Revolving Credit Facility and the Receivables Facility, will be sufficient to meet our working capital, capital expenditures and other cash requirements for the foreseeable future. However, there can be no assurances that this will continue to be the case.

Inflation

The rate of inflation, as measured by changes in the producer price index, affects different commodities, the cost of products purchased and ultimately the pricing of our different products and product classes to our customers. For the six months ended June 30, 2016, pricing negatively impacted sales by less than 50 basis points. Historically, price changes from suppliers have been consistent with inflation and have not had a material impact on the results of operations.

Seasonality

Our operating results are not significantly affected by seasonal factors. Sales during the first quarter are affected by a reduced level of activity. Sales during the second, third and fourth quarters are generally 5 - 7% higher than the first quarter. Sales typically increase beginning in March, with slight fluctuations per month through October. During periods of economic expansion or contraction our sales by quarter have varied significantly from this pattern.

Impact of Recently Issued Accounting Standards

See Note 2 of our Notes to Condensed Consolidated Financial Statements for information regarding the effect of new accounting pronouncements.

WESCO INTERNATIONAL, INC. AND SUBSIDIARIES

Forward-Looking Statements

From time to time in this report and in other written reports and oral statements, references are made to expectations regarding our future performance. When used in this context, the words “anticipates,” “plans,” “believes,” “estimates,” “intends,” “expects,” “projects,” “will” and similar expressions may identify forward-looking statements, although not all forward-looking statements contain such words. Such statements including, but not limited to, our statements regarding business strategy, growth strategy, competitive strengths, productivity and profitability enhancement, competition, new product and service introductions and liquidity and capital resources are based on management’s beliefs, as well as on assumptions made by and information currently available to, management, and involve various risks and uncertainties, some of which are beyond our control. Our actual results could differ materially from those expressed in any forward-looking statement made by us or on our behalf. In light of these risks and uncertainties, there can be no assurance that the forward-looking information will in fact prove to be accurate. Certain of these risks are set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015, as well as the Company’s other reports filed with the Securities and Exchange Commission. We have undertaken no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 3. Quantitative and Qualitative Disclosures about Market Risks.

There have not been any material changes to our exposures to market risk during the quarter ended June 30, 2016 that would require an update to the relevant disclosures provided in our 2015 Annual Report on Form 10-K.

Item 4. Controls and Procedures.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)). Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures and internal control over financial reporting were effective as of the end of the period covered by this report.

During the second quarter of 2016, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

WESCO INTERNATIONAL, INC. AND SUBSIDIARIES

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, a number of lawsuits and claims have been or may be asserted against us relating to the conduct of our business, including routine litigation relating to commercial and employment matters. The outcomes of litigation cannot be predicted with certainty, and some lawsuits may be determined adversely to us. However, management does not believe, based on information presently available, that the ultimate outcome of any such pending matters is likely to have a material adverse effect on our financial condition or liquidity, although the resolution in any fiscal quarter of one or more of these matters may have a material adverse effect on our results of operations for that period.

See the information set forth in Note 9 Commitments and Contingencies in the Notes to Condensed Consolidated Financial Statements under Part 1, Item 1 of this Form 10-Q, which is incorporated by reference in response to this Item.

Item 1A. Risk Factors.

There have been no material changes to the risk factors previously disclosed in Item 1A. to Part 1 of WESCO’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015.

Item 6. Exhibits.

(a)Exhibits

(10) Material Contracts


(1)	First Amendment to Fourth Amended and Restated Receivables Purchase Agreement, dated as of December 18, 2015, entered into among WESCO Receivables Corp., WESCO Distribution, Inc., the Purchasers and Purchaser Agents party thereto, and PNC Bank, National Association, as Administrator


(2)	Second Amendment to Fourth Amended and Restated Receivables Purchase Agreement, dated as of April 19, 2016, entered into among WESCO Receivables Corp., WESCO Distribution, Inc., the Purchasers and Purchaser Agents party thereto, and PNC Bank, National Association, as Administrator


(3)	Third Amendment to Fourth Amended and Restated Receivables Purchase Agreement, dated as of May 10, 2016, entered into among WESCO Receivables Corp., WESCO Distribution, Inc., the Purchasers and Purchaser Agents party thereto, and PNC Bank, National Association, as Administrator


(4)	Fourth Amendment to Fourth Amended and Restated Receivables Purchase Agreement, dated as of May 27, 2016, entered into among WESCO Receivables Corp., WESCO Distribution, Inc., the Purchasers and Purchaser Agents party thereto, and PNC Bank, National Association, as Administrator


(5)	Indenture, dated as of June 15, 2016, among WESCO Distribution, Inc., as issuer, WESCO International, Inc., as parent guarantor, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to WESCO’s Current Report on Form 8-K, dated June 15, 2016)


(6)	Registration Rights Agreement, entered into as of June 15, 2016, by and among WESCO Distribution, Inc., WESCO International, Inc. and Goldman, Sachs & Co. (incorporated by reference to Exhibit 10.1 to WESCO’s Current Report on Form 8-K, dated June 15, 2016)

(31) Rule 13a-14(a)/15d-14(a) Certifications

(1) Certification of Chief Executive Officer pursuant to Rules 13a-14(a) promulgated under the Exchange Act.

(2) Certification of Chief Financial Officer pursuant to Rules 13a-14(a) promulgated under the Exchange Act.

(32) Section 1350 Certifications

(1) Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

(2) Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

WESCO INTERNATIONAL, INC. AND SUBSIDIARIES

101.INS XBRL Instance Document.

101.SCH XBRL Taxonomy Extension Schema Document.

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB XBRL Taxonomy Extension Label Linkbase Document.

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.

WESCO INTERNATIONAL, INC. AND SUBSIDIARIES

SIGNATURES

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 thereunto duly authorized.



		WESCO International, Inc.
		(Registrant)



August 8, 2016	By:	/s/ Timothy A. Hibbard
(Date)		Timothy A. Hibbard
		Vice President, Corporate Controller and Interim Chief Financial Officer