Financial Data and Key Metrics Changes - WESCO's third quarter results exceeded expectations across sales, costs, margins, profit, EPS, free cash flow generation, and reduced financial leverage [7][10] - Free cash flow generation was exceptional at over 300% of net income, with net debt reduced by $280 million, and financial leverage decreased to 4.8 times [10][47] - Adjusted diluted EPS for the quarter was $1.66, reflecting strong execution and disciplined cost management [40] Business Line Data and Key Metrics Changes - Electrical and Electronic Systems (EES) segment sales were down 10% year-over-year but up 13% sequentially, with a record backlog [41] - Communications and Security Solutions (CSS) segment sales were down 2% year-over-year but up 10% sequentially, indicating market share gains [43] - Utility and Broadband Solutions (UBS) segment sales were flat sequentially and down 2% year-over-year, with broadband sales up mid-single digits [45] Market Data and Key Metrics Changes - October Workday adjusted sales were down just 3% versus the prior year, with a book-to-bill ratio remaining above 1.0 [9][34] - Construction demand improved, with sales up double digits in North America, reflecting a strong market despite COVID-19 challenges [89] Company Strategy and Development Direction - The company is focused on integrating WESCO and Anixter, with increased synergy targets set at $100 million for year one, $180 million for year two, and $250 million for year three [12][32] - WESCO aims to leverage its expanded global footprint and cross-sell its broader product and services portfolio to drive incremental sales growth [13][24] - The company is evolving into a growth company, well-positioned to lead the digital transformation of its business and industry [26][100] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in achieving significant upside potential and exceeding synergy targets, despite the challenging COVID-driven economic cycle [25][26] - The cultural alignment between WESCO and Anixter is seen as a key driver of initial success in the integration process [11][62] - Management noted that there have been no revenue dissynergies to date, and the integration has exceeded expectations in terms of workforce retention and cultural combination [102] Other Important Information - The company has transitioned to a new reporting structure with three strategic business units: EES, CSS, and UBS, each contributing significantly to overall business performance [15][30] - The company is actively working on divesting its legacy Canadian Utility and Datacom businesses, which represent less than $150 million in revenue [33] Q&A Session Summary Question: Insights on share gains in the combined go-to-market strategy - Management highlighted the complementary nature of the portfolios and the cultural match as key factors driving share gains [58][62] Question: Dynamics behind high free cash flow conversion - Management noted that accruals for expected interest payments are included in the free cash flow statement, impacting the run-rate [66] Question: Corporate overhead and potential for higher synergies - Management acknowledged opportunities for synergies in corporate overhead and indicated that integration teams are targeting higher internal goals [72][73] Question: Factors behind strong gross margin performance - Management indicated that the majority of the $15 million in synergies achieved was related to SG&A, with supply chain benefits still in early realization stages [82][83] Question: Growth in construction despite broader market challenges - Management noted record backlog and sequential sales growth in construction, driven by specific product categories and market dynamics [88][90]

Financial Performance - Net sales for the second quarter of 2020 were $2.1 billion, a decrease of 2.9% compared to $2.2 billion in the second quarter of 2019, with organic sales declining by 12.3%[147] - The merger with Anixter contributed positively to net sales by 10.3% during the second quarter of 2020[149] - Net loss for the second quarter of 2020 was $35.8 million, resulting in a loss per diluted share of $0.84, compared to net income of $63.5 million and earnings per diluted share of $1.45 in the same quarter of 2019[157] - Net sales for the first six months of 2020 were $4.1 billion, a decrease of 1.4% compared to the same period in 2019, with organic sales declining by 7.3%[163] - The merger with Anixter positively impacted net sales by 5.6% during the first six months of 2020[165] - Adjusted net income attributable to common stockholders for the six months ended June 30, 2020, was $95.6 million, compared to $106.0 million for the same period in 2019, reflecting a decrease of approximately 10.3%[175] Expenses and Costs - Cost of goods sold as a percentage of net sales was 81.1% for the second quarter of 2020, compared to 81.0% for the same period in 2019[150] - SG&A expenses for the second quarter of 2020 totaled $359.8 million, representing 17.2% of net sales, up from 13.8% in the second quarter of 2019[151] - Adjusted for merger-related transaction costs, SG&A expenses were $286.4 million, or 13.7% of net sales, for the second quarter of 2020[151] - SG&A expenses for the first six months of 2020 totaled $659.1 million, or 16.3% of net sales, up from $592.4 million and 14.4% in the same period of 2019[167] - Net interest and other expenses for the first six months of 2020 were $77.1 million, including $45.3 million of merger-related financing and interest costs[170] Cash Flow and Liquidity - Operating cash flow generated for the first six months of 2020 was $132.7 million[141] - Cash generated from operations for the first six months of 2020 was $132.7 million, a turnaround from a cash usage of $8.8 million in the first half of 2019[195] - The company had $584.8 million in available borrowing capacity under its Revolving Credit Facility and $65.0 million under its Receivables Facility, totaling liquidity of $818.5 million as of June 30, 2020[181] - The company anticipates maintaining sufficient liquidity through credit facilities and cash balances for at least the next twelve months[181] Assets and Liabilities - Total assets increased to $11.7 billion as of June 30, 2020, from $5.0 billion at December 31, 2019, while total liabilities rose to $8.6 billion from $2.8 billion in the same period[180] - Current liabilities increased to $3,013.4 million as of June 30, 2020, compared to $3,578.4 million at the end of 2019[217] Mergers and Acquisitions - The company incurred $3,708.3 million in investing activities to fund the merger with Anixter[141] - The company incurred merger-related transaction costs of $78.0 million and financing costs of $45.3 million, impacting the adjusted earnings per diluted share, which was $2.28 for the six months ended June 30, 2020[175] - The company made payments of $27.7 million to acquire Sylvania Lighting Solutions during the first half of 2020[197] - The company anticipates potential risks related to the integration of Anixter and the divestiture of legacy businesses, which may affect future financial performance[223] Taxation - The effective tax rate for the second quarter of 2020 was 24.0%, compared to 21.6% in the prior year, primarily due to merger-related costs[155] - The provision for income taxes was a benefit of $0.6 million for the first six months of 2020, compared to an expense of $29.1 million in the same period of 2019[171] Other Considerations - Inflation did not have a material impact on sales for the six months ended June 30, 2020[202] - The company’s operating results are not significantly affected by seasonal factors, with sales typically increasing beginning in March[203]

WESCO® Second Quarter 2020 Webcast Presentation August 13, 2020 Forward-Looking Statements All statements made herein that are not historical facts should be considered as forward-looking statements within the meaning of the Private Securities Libjation Reform A Such statements involve known and unknown risks, uncertainties and other factors that may cause actual resuls to differ materially. These statements include, but are not li statements regarding the process to divest the legacy WESCO Utility and Data ...

PART I—FINANCIAL INFORMATION [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements.) Presents unaudited Condensed Consolidated Financial Statements for Q1 2020, including balance sheets, income, cash flow, and equity statements Condensed Consolidated Balance Sheet Highlights (As of March 31, 2020) | Account | March 31, 2020 (in thousands) | December 31, 2019 (in thousands) | | :--- | :--- | :--- | | **Total Assets** | **$5,230,956** | **$5,017,635** | | Total Current Assets | $2,777,478 | $2,540,411 | | Goodwill | $1,717,963 | $1,759,040 | | **Total Liabilities** | **$3,028,830** | **$2,758,964** | | Total Current Liabilities | $1,040,505 | $1,084,059 | | Long-term Debt, net | $1,542,602 | $1,257,067 | | **Total Stockholders' Equity** | **$2,202,126** | **$2,258,671** | Condensed Consolidated Statement of Income (Three Months Ended March 31) | Metric | 2020 (in thousands) | 2019 (in thousands) | | :--- | :--- | :--- | | Net Sales | $1,968,647 | $1,961,267 | | Income from Operations | $60,913 | $70,726 | | Net Income | $34,175 | $41,950 | | Net Income Attributable to WESCO | $34,407 | $42,369 | | Diluted EPS | $0.82 | $0.93 | Condensed Consolidated Statement of Cash Flows (Three Months Ended March 31) | Cash Flow Activity | 2020 (in thousands) | 2019 (in thousands) | | :--- | :--- | :--- | | Net cash provided by operating activities | $31,528 | $28,869 | | Net cash used in investing activities | ($110,265) | ($38,517) | | Net cash provided by financing activities | $278,691 | $19,246 | | Net change in cash and cash equivalents | $191,658 | $9,757 | [Note 3. Revenue](index=10&type=section&id=Note%203.%20Revenue) Q1 2020 revenue was **$1.97 billion**, with growth in Utility, Construction, and CIG markets, and US sales increasing Revenue by End Market (Three Months Ended March 31) | End Market | 2020 (in thousands) | 2019 (in thousands) | | :--- | :--- | :--- | | Industrial | $702,214 | $736,906 | | Construction | $636,503 | $633,288 | | Utility | $340,945 | $308,269 | | Commercial, Institutional and Government | $288,985 | $282,804 | | **Total** | **$1,968,647** | **$1,961,267** | Revenue by Geography (Three Months Ended March 31) | Geography | 2020 (in thousands) | 2019 (in thousands) | | :--- | :--- | :--- | | United States | $1,478,491 | $1,460,991 | | Canada | $377,419 | $384,596 | | Other International | $112,737 | $115,680 | | **Total** | **$1,968,647** | **$1,961,267** | [Note 4. Acquisitions](index=11&type=section&id=Note%204.%20Acquisitions) Details the pending Anixter International Inc. merger, including a **$100 million** termination fee and expected Q2/Q3 2020 closing - On January 10, 2020, WESCO entered into a merger agreement with Anixter International Inc[41](index=41&type=chunk) - WESCO paid a **$100 million** termination fee to CD&R on behalf of Anixter, recorded as a prepaid expense for the merger consideration[43](index=43&type=chunk) - The merger is expected to close in Q2 or Q3 2020, pending Canadian antitrust clearance[44](index=44&type=chunk)[45](index=45&type=chunk) [Note 5. Goodwill](index=12&type=section&id=Note%205.%20Goodwill) Q1 2020 interim goodwill impairment test found no losses, but two units with **$786.2 million** goodwill face heightened future impairment risk - COVID-19 and market capitalization decline triggered an interim goodwill impairment test in Q1 2020[47](index=47&type=chunk) - No impairment losses were identified from the interim test[48](index=48&type=chunk) - Two reporting units, with combined goodwill of **$786.2 million**, had fair values less than 5% above carrying values, indicating significant future impairment risk[48](index=48&type=chunk) [Note 7. Earnings Per Share](index=14&type=section&id=Note%207.%20Earnings%20Per%20Share) Basic and diluted EPS for Q1 2020 were **$0.82**, down from Q1 2019 due to lower net income, partially offset by share repurchases Earnings Per Share Calculation (Three Months Ended March 31) | Metric | 2020 | 2019 | | :--- | :--- | :--- | | Net income attributable to WESCO (in thousands) | $34,407 | $42,369 | | Weighted-average basic shares (in thousands) | 41,837 | 45,076 | | Weighted-average diluted shares (in thousands) | 42,075 | 45,491 | | **Basic EPS** | **$0.82** | **$0.94** | | **Diluted EPS** | **$0.82** | **$0.93** | - Approximately **2.3 million** stock-based awards were excluded from Q1 2020 diluted EPS calculation due to their antidilutive effect[60](index=60&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=18&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) Q1 2020 net sales increased **0.4%** to **$2.0 billion**, with operating profit decreasing to **$60.9 million** due to merger costs and COVID-19 [Results of Operations](index=20&type=section&id=Results%20of%20Operations) Q1 2020 net sales were flat at **$2.0 billion**, with organic sales declining **1.7%**, gross margin contracting, and income from operations falling Q1 2020 vs. Q1 2019 Performance | Metric | Q1 2020 | Q1 2019 | | :--- | :--- | :--- | | Net Sales | $2.0B | $2.0B | | Organic Sales Growth | (1.7)% | N/A | | Cost of Goods Sold (% of sales) | 80.9% | 80.5% | | SG&A Expenses (% of sales) | 15.2% | 15.1% | | Income from Operations | $60.9M | $70.7M | | Net Income Attributable to WESCO | $34.4M | $42.4M | - Q1 2020 SG&A expenses included **$4.6 million** in Anixter merger transaction costs, with adjusted SG&A at **15.0%** of net sales[97](index=97&type=chunk) Adjusted Earnings Per Diluted Share Reconciliation (Q1 2020) | Metric | Amount | | :--- | :--- | | Reported Net Income Attributable to WESCO | $38,347 (in thousands) | | Diluted Shares | 42,075 (in thousands) | | **Adjusted EPS** | **$0.91** | [Liquidity and Capital Resources](index=22&type=section&id=Liquidity%20and%20Capital%20Resources) Total liquidity was **$731.8 million** as of March 31, 2020, with a **$100 million** precautionary draw, and leverage increased to **3.1x** - Total liquidity was **$731.8 million** as of March 31, 2020, including **$446.6 million** borrowing capacity and **$285.2 million** cash[107](index=107&type=chunk) - The company drew **$100 million** from its Revolving Credit Facility in March as a precautionary measure due to COVID-19 uncertainty[107](index=107&type=chunk) Financial Leverage Ratio | Metric | March 31, 2020 | December 31, 2019 | | :--- | :--- | :--- | | EBITDA (TTM, in millions) | $399.4 | $408.4 | | Total Debt, net of cash (in millions) | $1,232.7 | $1,141.7 | | **Financial Leverage Ratio** | **3.1** | **2.8** | [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=27&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk.) No material changes to market risks from the 2019 10-K are reported, with updates found in the MD&A and Risk Factors sections - No material changes to market risks from the 2019 10-K are noted, with relevant updates in the MD&A and Risk Factors sections of this report[144](index=144&type=chunk) [Item 4. Controls and Procedures](index=27&type=section&id=Item%204.%20Controls%20and%20Procedures.) Management concluded that disclosure controls and internal control over financial reporting were effective as of March 31, 2020 - Management concluded that disclosure controls and procedures and internal control over financial reporting were effective as of the report's end[145](index=145&type=chunk) PART II—OTHER INFORMATION [Item 1. Legal Proceedings](index=28&type=section&id=Item%201.%20Legal%20Proceedings.) The company faces various lawsuits and claims, but management expects no material adverse effect on financial condition or liquidity - Various lawsuits and claims are ongoing, but management anticipates no material adverse effect on financial condition or liquidity[148](index=148&type=chunk) [Item 1A. Risk Factors](index=28&type=section&id=Item%201A.%20Risk%20Factors.) A new risk factor highlights the uncertain duration and extent of the COVID-19 pandemic's impact on business and financial condition - A new risk factor addresses the COVID-19 pandemic, which has adversely affected the company's business, suppliers, and customers[150](index=150&type=chunk) - The pandemic's uncertain duration and extent could materially affect the company's business, financial condition, operations, cash flows, and stock price[151](index=151&type=chunk)[152](index=152&type=chunk) [Item 6. Exhibits](index=29&type=section&id=Item%206.%20Exhibits.) Lists exhibits filed with Form 10-Q, including CEO and CFO certifications and the Interactive Data File (XBRL) - Exhibits include Rule 13a-14(a)/15d-14(a) and Section 1350 Certifications by the CEO and CFO, and the Cover Page Interactive Data File (Inline XBRL)[155](index=155&type=chunk)[156](index=156&type=chunk)

PART I [Item 1. Business.](index=3&type=section&id=Item%201.%20Business.) WESCO is a leading distributor of MRO and OEM products, pursuing a significant merger with Anixter International - WESCO is a leading North American distributor of electrical, industrial, and communications MRO and OEM products, and advanced supply chain management and logistics services[11](index=11&type=chunk) - The company serves approximately **70,000 active customers** globally through approximately 500 branches and 11 distribution centers, distributing over 1,000,000 products from 30,000 suppliers[12](index=12&type=chunk) - WESCO entered into a definitive merger agreement to acquire Anixter International Inc for approximately **$4.5 billion**, with an implied value of **$100.00 per Anixter share**; WESCO stockholders are anticipated to own 84% of the combined company[14](index=14&type=chunk) Sales by End Market (2017-2019) | End Market | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | | Industrial | 36% | 36% | 37% | | Construction | 33% | 33% | 33% | | Utility | 16% | 16% | 16% | | Commercial, Institutional and Government | 15% | 15% | 14% | Sales by Product Category (2017-2019) | Product Category | 2019 | 2018 | 2017 | | :--- | :--- | :--- | :--- | | General Supplies | 41% | 40% | 40% | | Wire, Cable and Conduit | 14% | 14% | 15% | | Communications and Security | 16% | 16% | 15% | | Electrical Distribution and Controls | 10% | 11% | 10% | | Lighting and Sustainability | 11% | 11% | 12% | | Automation, Controls and Motors | 8% | 8% | 8% | [Item 1A. Risk Factors.](index=9&type=section&id=Item%201A.%20Risk%20Factors.) The company faces operational, financial, and merger-related risks, including economic conditions, competition, and integration challenges - Adverse global economic conditions, including market volatility and lack of liquidity, could negatively impact WESCO's operations, cash flows, and financial position by affecting customer activity and project financing[54](index=54&type=chunk) - WESCO operates in a highly competitive industry, facing risks from price reductions by competitors, new market entrants, and potential loss of market share if customer preferences are not met[57](index=57&type=chunk)[58](index=58&type=chunk) - The pending acquisition of Anixter is subject to significant risks, including failure to obtain regulatory approvals, potential business disruptions due to uncertainty, substantial transaction and integration costs, and increased indebtedness for the combined company[80](index=80&type=chunk)[86](index=86&type=chunk)[91](index=91&type=chunk)[95](index=95&type=chunk) [Item 1B. Unresolved Staff Comments.](index=16&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments.) There are no unresolved staff comments to report - No unresolved staff comments were reported[101](index=101&type=chunk) [Item 2. Properties.](index=17&type=section&id=Item%202.%20Properties.) WESCO operates a global network of approximately 500 branches and 11 distribution centers, mostly leased - WESCO operates approximately **500 branches globally**, with 340 in the United States, 130 in Canada, and 7 in Mexico, plus others in Africa, Asia, Europe, and South America[102](index=102&type=chunk) - Approximately **13% of the company's branches are owned facilities**, with the remainder being leased[102](index=102&type=chunk) Distribution Centers (as of December 31, 2019) | Location | Square Feet | Leased/Owned | | :--- | :--- | :--- | | Little Rock, AR | 100,000 | Leased | | Carol Stream, IL | 147,000 | Leased | | Byhalia, MS | 148,000 | Owned | | Sparks, NV | 199,000 | Leased | | Warrendale, PA | 194,000 | Owned | | Dallas, TX | 112,000 | Leased | | Madison, WI | 136,000 | Leased | | Edmonton, AB | 101,000 | Leased | | Burnaby, BC | 65,000 | Leased | | Mississauga, ON | 246,000 | Leased | | Montreal, QC | 126,000 | Leased | [Item 3. Legal Proceedings.](index=17&type=section&id=Item%203.%20Legal%20Proceedings.) The company is involved in various legal proceedings not expected to materially impact its financial condition - WESCO is involved in legal proceedings, audits, or investigations concerning commercial, product, and employment matters[103](index=103&type=chunk) - Management believes the ultimate outcome of any pending legal matters is **unlikely to have a material adverse effect** on the company's financial condition or liquidity[103](index=103&type=chunk) [Item 4. Mine Safety Disclosures.](index=17&type=section&id=Item%204.%20Mine%20Safety%20Disclosures.) This item is not applicable to WESCO International, Inc - Item 4 Mine Safety Disclosures is **not applicable**[105](index=105&type=chunk) PART II [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=18&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) WESCO's common stock (NYSE: WCC) has an active share repurchase program, with dividends currently suspended - WESCO's common stock is listed on the New York Stock Exchange under the symbol **"WCC"**[108](index=108&type=chunk) - As of February 21, 2020, there were **41,873,053 shares of common stock outstanding**[3](index=3&type=chunk)[108](index=108&type=chunk) - WESCO does not currently plan to pay dividends on its common stock, but evaluates the possibility from time to time, with current earnings expected to support growth initiatives and debt reduction[108](index=108&type=chunk) - As of December 31, 2019, WESCO repurchased **5,459,030 shares for $275.0 million** under a $400 million share repurchase authorization approved through December 31, 2020[108](index=108&type=chunk) [Item 6. Selected Financial Data.](index=19&type=section&id=Item%206.%20Selected%20Financial%20Data.) This section presents a five-year summary of key income statement, cash flow, and balance sheet data Selected Income Statement Data (2015-2019) | Metric (In millions, except per share data) | 2019 | 2018 | 2017 | 2016 | 2015 | | :--- | :--- | :--- | :--- | :--- | :--- | | Net sales | $8,358.9 | $8,176.6 | $7,679.0 | $7,336.0 | $7,518.5 | | Income from operations | $346.2 | $352.5 | $319.1 | $330.5 | $372.5 | | Net income attributable to WESCO International | $223.3 | $227.4 | $163.5 | $101.6 | $210.7 | | Diluted EPS | $5.14 | $4.82 | $3.38 | $2.10 | $4.18 | Selected Cash Flow Data (2015-2019) | Metric (In millions) | 2019 | 2018 | 2017 | 2016 | 2015 | | :--- | :--- | :--- | :--- | :--- | :--- | | Net cash provided by operating activities | $224.4 | $296.7 | $149.1 | $300.2 | $283.1 | | Net cash used in investing activities | $(60.8) | $(34.1) | $(5.3) | $(70.5) | $(170.2) | | Net cash used in financing activities | $(109.8) | $(275.1) | $(141.2) | $(276.3) | $(67.8) | | Capital expenditures | $44.1 | $36.2 | $21.5 | $18.0 | $21.7 | Selected Balance Sheet Data (2015-2019) | Metric (In millions) | 2019 | 2018 | 2017 | 2016 | 2015 | | :--- | :--- | :--- | :--- | :--- | :--- | | Total assets | $5,017.6 | $4,605.0 | $4,735.5 | $4,431.8 | $4,569.7 | | Total debt | $1,283.8 | $1,223.5 | $1,348.6 | $1,385.3 | $1,483.4 | | Stockholders' equity | $2,258.7 | $2,129.7 | $2,116.1 | $1,963.6 | $1,727.5 | [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=18&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses 2019 financial results, highlighting sales growth, cash flow, liquidity, and the pending Anixter merger - WESCO's 2019 financial results reflect **record sales** with growth in end markets and geographies, a challenging pricing environment, and effective capital deployment[116](index=116&type=chunk) - The company generated **$224.4 million in operating cash flow** in 2019 and maintained **$823.2 million in total liquidity** as of December 31, 2019, including available borrowing capacity and cash[119](index=119&type=chunk)[167](index=167&type=chunk) - Post-Anixter merger, WESCO expects to prioritize **debt reduction and integration costs**, while maintaining ample liquidity and credit availability[172](index=172&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures About Market Risks](index=32&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risks) WESCO is exposed to foreign currency and interest rate risks, with mitigation from fixed-rate debt - Approximately **25% of WESCO's 2019 sales** were from foreign subsidiaries and denominated in foreign currencies, exposing the company to fluctuations in foreign exchange rates[210](index=210&type=chunk) - As of December 31, 2019, **66% of WESCO's debt portfolio was fixed-rate debt**, mitigating interest rate fluctuations for these instruments[211](index=211&type=chunk) - Floating rate borrowings are subject to interest rate changes, but a **100 basis point increase or decrease is not expected to significantly impact future earnings**[212](index=212&type=chunk) - The company's defined benefit pension plan is sensitive to discount rate changes; a one percent increase would decrease projected benefit obligations by **$26.0 million**, while a one percent decrease would increase them by **$35.3 million**[213](index=213&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=33&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents WESCO's audited consolidated financial statements and supplementary data for the past three fiscal years - The consolidated financial statements include the balance sheets as of December 31, 2019 and 2018, and statements of income, comprehensive income, stockholders' equity, and cash flows for the three years ended December 31, 2019[215](index=215&type=chunk) - PricewaterhouseCoopers LLP provided an **unqualified opinion** on the consolidated financial statements and the effectiveness of internal control over financial reporting as of December 31, 2019[219](index=219&type=chunk)[220](index=220&type=chunk) - Key financial statement notes cover critical accounting policies, details on revenue recognition, goodwill and intangible assets, debt structure, income taxes, and employee benefit plans[244](index=244&type=chunk) [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=75&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) There were no changes in or disagreements with accountants on accounting and financial disclosure to report - No changes in or disagreements with accountants on accounting and financial disclosure were reported[435](index=435&type=chunk) [Item 9A. Controls and Procedures](index=75&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and internal control over financial reporting were effective as of year-end 2019 - WESCO's management concluded that disclosure controls and procedures and internal control over financial reporting were **effective as of December 31, 2019**[436](index=436&type=chunk)[438](index=438&type=chunk) - The adoption of ASU 2016-02, Leases, effective January 1, 2019, resulted in modifications to processes and implementation of internal controls related to leases[437](index=437&type=chunk) - No other material changes in internal control over financial reporting occurred during the last fiscal quarter of 2019[440](index=440&type=chunk) [Item 9B. Other Information](index=75&type=section&id=Item%209B.%20Other%20Information) There is no other information to report under this item - No other information was reported under this item[441](index=441&type=chunk) PART III [Item 10. Directors, Executive Officers and Corporate Governance](index=76&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information on directors, officers, and governance is incorporated by reference from the 2020 Proxy Statement - Information on Directors, Executive Officers, and Corporate Governance is **incorporated by reference** from the 2020 Annual Meeting of Stockholders Proxy Statement[443](index=443&type=chunk)[447](index=447&type=chunk) - WESCO has adopted a Code of Business Ethics and Conduct for Directors, officers, and employees, and a Senior Financial Executive Code of Principles for senior executives, both accessible on the company's website[444](index=444&type=chunk)[445](index=445&type=chunk) [Item 11. Executive Compensation](index=76&type=section&id=Item%2011.%20Executive%20Compensation) Executive compensation details are incorporated by reference from the company's 2020 Proxy Statement - Executive compensation details are **incorporated by reference** from the 'Compensation Discussion and Analysis' and 'Director Compensation' sections of the 2020 Proxy Statement[448](index=448&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=76&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Security ownership information is incorporated by reference from the 2020 Proxy Statement and equity plan data is provided - Security ownership information is **incorporated by reference** from the 'Security Ownership' caption in the 2020 Proxy Statement[449](index=449&type=chunk) Equity Compensation Plan Information (as of December 31, 2019) | Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans | | :--- | :--- | :--- | :--- | | Equity compensation plans approved by security holders | 2,896,083 | $48.19 | 2,556,535 | | Equity compensation plans not approved by security holders | — | — | — | | **Total** | **2,896,083** | **$48.19** | **2,556,535** | [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=76&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information on related transactions and director independence is incorporated by reference from the 2020 Proxy Statement - Information on certain relationships, related transactions, and director independence is **incorporated by reference** from the 'Transactions with Related Persons' and 'Corporate Governance' sections of the 2020 Proxy Statement[450](index=450&type=chunk) [Item 14. Principal Accountant Fees and Services](index=76&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Information on principal accountant fees and services is incorporated by reference from the 2020 Proxy Statement - Information on principal accountant fees and services is **incorporated by reference** from the 'Independent Registered Public Accounting Firm Fees and Services' section of the 2020 Proxy Statement[451](index=451&type=chunk) PART IV [Item 15. Exhibits and Financial Statement Schedule.](index=77&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedule.) This section lists the financial statements, schedules, and exhibits filed as part of the annual report - The annual report includes financial statements as set forth in Item 8, and **Schedule II – Valuation and Qualifying Accounts**[454](index=454&type=chunk) - Exhibits include the **Agreement and Plan of Merger with Anixter**, corporate organizational documents (Restated Certificate of Incorporation, Amended and Restated By-laws), debt indentures for Senior Notes, and various equity compensation plan agreements[454](index=454&type=chunk)[455](index=455&type=chunk)[456](index=456&type=chunk)[457](index=457&type=chunk) - Certifications from the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) and Section 906 of the Sarbanes-Oxley Act of 2002 are also filed[457](index=457&type=chunk) [Item 16. Form 10-K Summary.](index=82&type=section&id=Item%2016.%20Form%2010-K%20Summary.) This item is not applicable to WESCO International, Inc - Item 16 Form 10-K Summary is **not applicable**[462](index=462&type=chunk) [Signatures](index=83&type=section&id=Signatures) The report is duly signed by the company's principal officers and directors as of February 24, 2020 - The report is signed by **John J. Engel**, Chairman, President and Chief Executive Officer, and **David S. Schulz**, Senior Vice President and Chief Financial Officer, on February 24, 2020[465](index=465&type=chunk) - The report is also signed by the company's Directors, including Matthew J. Espe, Bobby J. Griffin, John K. Morgan, Steven A. Raymund, James L. Singleton, Easwaran Sundaram, and Laura K. Thompson[468](index=468&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 or ☐ 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) (State or other jurisdiction of inco ...

[PART I—FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%E2%80%94FINANCIAL%20INFORMATION) [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements.) Presents unaudited condensed consolidated financial statements, including balance sheets, income statements, cash flows, and detailed notes [Condensed Consolidated Financial Statements](index=4&type=section&id=Condensed%20Consolidated%20Financial%20Statements) Total assets increased to **$5.1 billion**, net income reached **$105.8 million**, and operating cash flow shifted to a net use of **$8.8 million** Condensed Consolidated Balance Sheet Highlights (As of June 30, 2019 vs. Dec 31, 2018) | Account | June 30, 2019 ($ thousands) | December 31, 2018 ($ thousands) | Change (%) | | :--- | :--- | :--- | :--- | | **Total Assets** | **$5,067,936** | **$4,605,036** | **+10.1%** | | Total Current Assets | $2,584,864 | $2,385,640 | +8.3% | | Goodwill | $1,752,800 | $1,722,603 | +1.7% | | **Total Liabilities** | **$2,933,113** | **$2,475,310** | **+18.5%** | | Long-Term Debt, net | $1,399,486 | $1,167,311 | +19.9% | | **Total Stockholders' Equity** | **$2,134,823** | **$2,129,726** | **+0.2%** | Condensed Consolidated Statement of Income Highlights (in thousands, except EPS) | Metric | Q2 2019 | Q2 2018 | YTD 2019 | YTD 2018 | | :--- | :--- | :--- | :--- | :--- | | Net Sales | $2,150,088 | $2,103,994 | $4,111,355 | $4,097,909 | | Income from Operations | $97,950 | $91,183 | $168,675 | $164,423 | | Net Income Attributable to WESCO | $63,464 | $57,940 | $105,832 | $102,361 | | Diluted EPS | $1.45 | $1.22 | $2.37 | $2.15 | Condensed Consolidated Statement of Cash Flows Highlights (Six Months Ended June 30) | Cash Flow Activity ($ thousands) | 2019 | 2018 | | :--- | :--- | :--- | | Net cash (used in) provided by operating activities | $(8,775) | $86,821 | | Net cash used in investing activities | $(50,299) | $(25,068) | | Net cash provided by (used in) financing activities | $50,015 | $(63,749) | | Net change in cash and cash equivalents | $(9,125) | $(7,013) | [Notes to Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Details key accounting policies, including lease standard adoption, revenue by market, the Sylvania Lighting Services acquisition, and stock repurchase activities - Effective January 1, 2019, the company adopted the new lease accounting standard (Topic 842), recognizing right-of-use assets of approximately **$240 million** and lease liabilities of approximately **$245 million**[26](index=26&type=chunk) Revenue by End Market (Six Months Ended June 30, in thousands) | End Market | 2019 | 2018 | Change (%) | | :--- | :--- | :--- | :--- | | Industrial | $1,498,825 | $1,519,723 | -1.4% | | Construction | $1,337,483 | $1,321,551 | +1.2% | | Utility | $655,213 | $652,506 | +0.4% | | Commercial, Institutional and Government | $619,834 | $604,129 | +2.6% | | **Total** | **$4,111,355** | **$4,097,909** | **+0.3%** | - On March 5, 2019, WESCO acquired Sylvania Lighting Services Corp. (SLS), a provider of energy-efficient lighting solutions with annual sales of approximately **$100 million**, resulting in goodwill of **$5.9 million**[46](index=46&type=chunk) - On May 7, 2019, the company entered into a **$150.0 million** accelerated stock repurchase (ASR) agreement, receiving an initial **2,394,816 shares**[60](index=60&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A)](index=26&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) Management discusses Q2 and H1 2019 financial results, highlighting sales growth, margin improvements, the SLS acquisition, and share repurchase activity [Results of Operations](index=27&type=section&id=Results%20of%20Operations) Q2 2019 net sales rose **2.2%** to **$2.2 billion**, with income from operations up **7.4%** and diluted EPS at **$1.45** Q2 2019 vs. Q2 2018 Performance | Metric | Q2 2019 | Q2 2018 | Change (%) | | :--- | :--- | :--- | :--- | | Net Sales | $2.2B | $2.1B | +2.2% | | Organic Sales Growth | 1.9% | N/A | N/A | | Income from Operations | $98.0M | $91.2M | +7.4% | | Net Income Attributable to WESCO | $63.5M | $57.9M | +9.7% | | Diluted EPS | $1.45 | $1.22 | +18.9% | H1 2019 vs. H1 2018 Performance | Metric | H1 2019 | H1 2018 | Change (%) | | :--- | :--- | :--- | :--- | | Net Sales | $4.1B | $4.1B | +0.3% | | Organic Sales Growth | 1.5% | N/A | N/A | | Income from Operations | $168.7M | $164.4M | +2.6% | | Net Income Attributable to WESCO | $105.8M | $102.4M | +3.3% | | Diluted EPS | $2.37 | $2.15 | +10.2% | [Liquidity and Capital Resources](index=29&type=section&id=Liquidity%20and%20Capital%20Resources) Strong liquidity of **$586.7 million** maintained, but financial leverage increased to **3.4**, and operating cash flow shifted to a net use of **$8.8 million** - Total liquidity as of June 30, 2019, was **$586.7 million**, comprising **$504.8 million** from the Revolving Credit Facility, **$55.0 million** from the Receivables Facility, and **$26.9 million** in cash[121](index=121&type=chunk) Financial Leverage Ratio | Metric | June 30, 2019 | Dec 31, 2018 | | :--- | :--- | :--- | | Total Debt ($M) | $1,434.9 | $1,233.1 | | EBITDA (TTM, $M) | $418.4 | $415.5 | | **Financial Leverage Ratio** | **3.4** | **3.0** | - Net cash used in operating activities for H1 2019 was **$8.8 million**, a decline from **$86.8 million** generated in H1 2018, mainly due to increased working capital needs[129](index=129&type=chunk) - Key financing activities in H1 2019 included the repurchase of **$152.7 million** of common stock and net borrowings to fund operations and the SLS acquisition[134](index=134&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=32&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk.) No material changes to market risk exposures were reported for the quarter ended June 30, 2019 - No material changes to market risk exposures were reported for the quarter ended June 30, 2019[142](index=142&type=chunk) [Controls and Procedures](index=32&type=section&id=Item%204.%20Controls%20and%20Procedures.) Management concluded disclosure controls and internal control over financial reporting were effective, with modifications for the new lease accounting standard - Management concluded that disclosure controls and procedures and internal control over financial reporting were effective as of the end of the period[143](index=143&type=chunk) - Internal controls were modified to accommodate the new lease accounting standard (ASU 2016-02) adopted on January 1, 2019[144](index=144&type=chunk) [PART II—OTHER INFORMATION](index=33&type=section&id=PART%20II%E2%80%94OTHER%20INFORMATION) [Legal Proceedings](index=33&type=section&id=Item%201.%20Legal%20Proceedings.) Management does not expect pending legal proceedings to have a material adverse effect on the company's financial condition or liquidity - Management does not expect pending legal proceedings to have a material adverse effect on the company's financial condition or liquidity[147](index=147&type=chunk) [Risk Factors](index=33&type=section&id=Item%201A.%20Risk%20Factors.) No material changes to risk factors were reported since the last annual report for the fiscal year ended December 31, 2018 - No material changes to risk factors were reported since the last annual report for the fiscal year ended December 31, 2018[148](index=148&type=chunk) [Issuer Purchases of Equity Securities](index=33&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds.) During Q2 2019, the company repurchased **2,397,864 shares** at an average price of **$53.24**, with **$125.0 million** remaining for future repurchases Issuer Purchases of Common Stock (Q2 2019) | Period | Total Shares Purchased | Average Price Paid Per Share | Value of Shares Remaining for Purchase ($M) | | :--- | :--- | :--- | :--- | | April 2019 | 939 | $55.97 | $275.0 | | May 2019 | 2,395,036 | $53.24 | $125.0 | | June 2019 | 1,889 | $49.67 | $125.0 | | **Total Q2** | **2,397,864** | **$53.24** | **$125.0** | - The company's share repurchase authorization was increased from **$300 million** to **$400 million** on October 31, 2018, with the program running through December 31, 2020[150](index=150&type=chunk) [Exhibits](index=34&type=section&id=Item%206.%20Exhibits.) This section lists exhibits filed with the Form 10-Q, including CEO and CFO certifications and XBRL data files - The filing includes required certifications from the Chief Executive Officer and Chief Financial Officer, as well as XBRL Instance Documents[152](index=152&type=chunk)[154](index=154&type=chunk)

[PART I—FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%E2%80%94FINANCIAL%20INFORMATION) This section presents the unaudited condensed consolidated financial statements and related disclosures for the first quarter of 2019, along with management's discussion and analysis [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements.) Unaudited Q1 2019 financial statements show slight decreases in net sales and income, with total assets increasing due to new lease accounting standards and decreased operating cash flow [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) | Balance Sheet Items | March 31, 2019 (in thousands) | December 31, 2018 (in thousands) | | :--- | :--- | :--- | | **Total Assets** | **$4,984,638** | **$4,605,036** | | Total Current Assets | $2,513,750 | $2,385,640 | | Goodwill | $1,740,771 | $1,722,603 | | Operating lease assets | $232,989 | $— | | **Total Liabilities** | **$2,788,276** | **$2,475,310** | | Total Current Liabilities | $1,150,722 | $1,061,946 | | Long-term debt, net | $1,214,276 | $1,167,311 | | Operating lease liabilities | $178,606 | $— | | **Total Stockholders' Equity** | **$2,196,362** | **$2,129,726** | - The adoption of the new lease standard (Topic 842) effective January 1, 2019, resulted in the recognition of approximately **$240 million** in right-of-use assets and **$245 million** in lease liabilities[23](index=23&type=chunk) [Condensed Consolidated Statements of Income and Comprehensive Income](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Income%20and%20Comprehensive%20Income) | Income Statement Items | Three Months Ended Mar 31, 2019 (in thousands) | Three Months Ended Mar 31, 2018 (in thousands) | | :--- | :--- | :--- | | Net sales | $1,961,267 | $1,993,915 | | Income from operations | $70,726 | $73,241 | | Net income | $41,950 | $42,971 | | Net income attributable to WESCO | $42,369 | $44,421 | | Diluted EPS | $0.93 | $0.93 | [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) | Cash Flow Items | Three Months Ended Mar 31, 2019 (in thousands) | Three Months Ended Mar 31, 2018 (in thousands) | | :--- | :--- | :--- | | Net cash provided by operating activities | $28,869 | $52,993 | | Net cash used in investing activities | ($38,517) | ($16,422) | | Net cash provided by (used in) financing activities | $19,246 | ($28,827) | | Net change in cash and cash equivalents | $9,757 | $5,944 | [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Revenue by End Market (Q1 2019 vs Q1 2018) | End Market | Q1 2019 (in thousands) | Q1 2018 (in thousands) | | :--- | :--- | :--- | | Industrial | $736,906 | $758,976 | | Construction | $633,288 | $637,800 | | Utility | $308,269 | $315,546 | | Commercial, Institutional and Government | $282,804 | $281,593 | | **Total** | **$1,961,267** | **$1,993,915** | Revenue by Geography (Q1 2019 vs Q1 2018) | Geography | Q1 2019 (in thousands) | Q1 2018 (in thousands) | | :--- | :--- | :--- | | United States | $1,460,991 | $1,482,718 | | Canada | $384,596 | $398,738 | | Other International | $115,680 | $112,459 | | **Total** | **$1,961,267** | **$1,993,915** | - On March 5, 2019, WESCO acquired certain assets of Sylvania Lighting Services Corp. (SLS), a provider of energy-efficient lighting solutions with annual sales of approximately **$100 million**. The acquisition resulted in goodwill of **$5.5 million**[43](index=43&type=chunk) - The effective tax rate for Q1 2019 was **21.7%**, up from **19.6%** in Q1 2018, primarily due to the full application of the international provisions of U.S. tax reform[65](index=65&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=23&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations.) Q1 2019 net sales decreased 1.6% due to foreign exchange and fewer workdays, though organic sales grew 1.0%, with gross margin expansion offset by higher SG&A expenses [Results of Operations](index=24&type=section&id=Results%20of%20Operations) Organic Sales Growth Reconciliation (Q1 2019) | Metric | Percentage | | :--- | :--- | | Change in net sales | (1.6)% | | Impact from acquisitions | 0.3% | | Impact from foreign exchange rates | (1.3)% | | Impact from number of workdays | (1.6)% | | **Organic sales growth** | **1.0%** | - Cost of goods sold as a percentage of net sales decreased to **80.5%** in Q1 2019 from **80.9%** in Q1 2018, primarily due to the execution of margin improvement initiatives[98](index=98&type=chunk) - SG&A expenses increased to **$296.6 million** (**15.1%** of sales) in Q1 2019 from **$290.8 million** (**14.6%** of sales) in Q1 2018, mainly due to costs from the SLS acquisition and higher payroll expenses[99](index=99&type=chunk) [Liquidity and Capital Resources](index=25&type=section&id=Liquidity%20and%20Capital%20Resources) - As of March 31, 2019, the company had total liquidity of **$780.9 million**, comprising **$533.7 million** under its Revolving Credit Facility, **$210.0 million** under its Receivables Facility, and **$37.2 million** in available cash[106](index=106&type=chunk) Financial Leverage Ratio | Metric | March 31, 2019 | December 31, 2018 | | :--- | :--- | :--- | | EBITDA (TTM, in millions) | $412.3 | $415.5 | | Total debt, net of cash (in millions) | $1,145.2 | $1,136.8 | | **Financial leverage ratio** | **3.0** | **3.0** | - The company plans to use excess cash for growth initiatives, acquisitions, debt reduction, and share repurchases, while closely managing working capital[113](index=113&type=chunk) [Cash Flow](index=27&type=section&id=Cash%20Flow) - Net cash from operating activities was **$28.9 million** in Q1 2019, a decrease from **$53.0 million** in Q1 2018, driven by larger increases in trade accounts receivable and inventories, and a smaller increase in accounts payable[115](index=115&type=chunk) - Investing activities used **$38.5 million**, primarily for acquisition payments of **$27.7 million** (for SLS) and capital expenditures of **$10.8 million**[117](index=117&type=chunk) - Financing activities provided a net **$19.2 million**, reflecting net borrowings on various credit facilities[14](index=14&type=chunk)[118](index=118&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=28&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk.) No material changes to market risk exposures were reported for the quarterly period ended March 31, 2019, compared to the 2018 Annual Report on Form 10-K - No material changes to market risk exposures were reported for the quarterly period ended March 31, 2019[126](index=126&type=chunk) [Item 4. Controls and Procedures](index=28&type=section&id=Item%204.%20Controls%20and%20Procedures.) Management concluded disclosure controls and procedures were effective as of March 31, 2019, with internal controls modified for the new lease accounting standard - The principal executive officer and principal financial officer concluded that the company's disclosure controls and procedures and internal control over financial reporting were effective as of the end of the period[127](index=127&type=chunk) - Internal controls were modified to accommodate the adoption of the new lease standard (ASU 2016-02), but no other changes materially affected internal control over financial reporting[128](index=128&type=chunk) [PART II—OTHER INFORMATION](index=29&type=section&id=PART%20II%E2%80%94OTHER%20INFORMATION) This section covers legal proceedings, risk factors, equity security sales, and a list of exhibits filed with the Form 10-Q [Item 1. Legal Proceedings](index=29&type=section&id=Item%201.%20Legal%20Proceedings.) The company is involved in various lawsuits and claims, but management does not anticipate a material adverse effect on financial condition or liquidity - Management believes that the outcome of pending litigation is unlikely to have a material adverse effect on WESCO's financial condition or liquidity[131](index=131&type=chunk) [Item 1A. Risk Factors](index=29&type=section&id=Item%201A.%20Risk%20Factors.) No material changes to the risk factors previously disclosed in the 2018 Annual Report on Form 10-K were reported - No material changes to risk factors were reported since the 2018 Annual Report on Form 10-K[132](index=132&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=29&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds.) During Q1 2019, the company repurchased 412,018 shares of common stock at an average price of $52.71, with $275.0 million remaining for future repurchases Issuer Purchases of Common Stock (Q1 2019) | Period | Total Shares Purchased | Average Price Paid Per Share | Shares Purchased as Part of Program | Remaining Authorization (in millions) | | :--- | :--- | :--- | :--- | :--- | | Jan 2019 | 2,821 | $50.39 | — | $275.0 | | Feb 2019 | 31,893 | $55.67 | — | $275.0 | | Mar 2019 | 377,304 | $52.47 | 365,272 | $275.0 | | **Total** | **412,018** | **$52.71** | **365,272** | | - The Board of Directors has authorized a share repurchase program of up to **$400 million**, effective through December 31, 2020[134](index=134&type=chunk) [Item 6. Exhibits](index=30&type=section&id=Item%206.%20Exhibits.) This section lists the exhibits filed with the Form 10-Q, including CEO and CFO certifications and XBRL interactive data files - The report includes required certifications from the Chief Executive Officer and Chief Financial Officer, as well as XBRL data files[136](index=136&type=chunk)[138](index=138&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 or 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 incor ...