e8vk
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 6, 2010
WESCO International, Inc.
(Exact name of registrant as specified in its charter)
Commission file number 001-14989
     
Delaware   25-1723345
(State or other jurisdiction of
incorporation or organization)
  (IRS Employer Identification No.)
     
225 West Station Square Drive    
Suite 700    
Pittsburgh, Pennsylvania 15219   (412) 454-2200
(Address of principal executive offices)   (Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 7.01 Regulation FD Disclosure
     The information in this Item 7.01 is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.
     Additional slides forming part of a slide presentation to be used by senior management of the Company in connection with its discussions with investors regarding the Company’s financial results for the first quarter of 2010 is included in Exhibit 99.1 to this report and is being furnished in accordance with Regulation FD of the Securities and Exchange Commission. These are additional slides that supplement slides previously furnished in a Current Report on Form 8-K filed on April 22, 2010.
Item 9.01 Financial Statements and Exhibits
  (d)   Exhibits
 
      99.1 Additional slides forming part of a slide presentation for investors.

 


 

SIGNATURE
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
           
               May 6, 2010
                    (Date)
  WESCO International, Inc.
 
 
    /s/ Richard P. Heyse    
    Richard P. Heyse   
    Vice President and Chief Financial Officer   
   

 

exv99w1
Exhibit 99.1
Supplemental Financial Data WESCO First Quarter 2010 MAY 6, 2010


 

Safe Harbor Statement Note: All statements made herein that are not historical facts should be considered as "forward- looking statements" within the meaning of the Private Securities Litigation Act of 1995. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially. Such risks, uncertainties and other factors include, but are not limited to, debt level, changes in general economic conditions, fluctuations in interest rates, increases in raw materials and labor costs, levels of competition and other factors described in detail in Form 10-K for WESCO International, Inc. for the year ended December 31, 2009 and any subsequent filings with the Securities & Exchange Commission. Any numerical or other representations in this presentation do not represent guidance by management and should not be construed as such.


 

LADD Background: LADD, a former division of Carlton Bates, is the U.S. distributor for Deutsch Engineered Connecting Devices, Inc. Prior to 2008, LADD was solely owned by WESCO. In the first quarter of 2008, WESCO divested 60% of LADD to Deutsch and entered into a 40/60 Joint Venture with Deutsch. Deutsch paid WESCO aggregate consideration of $75 million, consisting of $60 million in cash and a $15 million promissory note. In addition, Deutsch was granted an option to acquire WESCO's remaining 40% interest after January 1, 2010, with a minimum purchase price of $40 million, and a maximum price of $50 million, as determined by a multiple of trailing earnings. Subsequent Event: On April 30, 2010, Deutsch notified WESCO of its intent to acquire WESCO's remaining 40% interest in LADD. As of March 31, 2010 WESCO's book value of its LADD Joint Venture interest is $43.4 million. Based on an estimated purchase price of $40 million, the transaction will result in a $3.4 million non-cash charge to first quarter 2010 operating results.


 

LADD Joint Venture Financial Impact Sales No impact to Q1 results GM No impact to Q1 results SG&A Non-cash charge of $3.4 million increasing Q1 SG&A to $183 million Other Income No impact to Q1 results; joint venture equity income will continue until the transaction closing, which is expected to occur in May. Q1 equity income was $2.5 million Tax Rate Q1 increased by 0.2% to 29.5%; adjusted due to non-cash charge of $3.4 million; no impact on subsequent quarters Net Income Q1 decreased $2.5 million to $19.2 million; adjusted due to non-cash charge EPS Q1 decreased $0.06 per share to $0.44 per diluted share; no change in diluted share count Operating Cash Flow No impact to Q1 results