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 Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 30, 2020
(April 27, 2020)
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of
incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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Suite 700 |
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412
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454-2200
(Registrant's telephone number, including area code)
Not applicable.
(Former name or former address, if changed since last report)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
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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:
| Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). | ||||||||||||||
| Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 2.02 Results of Operations and Financial Condition.
The information in this Item 2.02 is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Item 2.02 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.
On
April 30, 2020
, WESCO International, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter of 2020. A copy of the press release is attached hereto as Exhibit 99.1.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 27, 2020, and in support of Company’s efforts to reduce costs during the current period of uncertainty resulting from the economic downturn in connection with the COVID-19 pandemic, senior management recommended and the Compensation Committee of the Board of Directors of the Company (“Board”) approved a 25% temporary reduction in the base salaries of John J. Engel, Chairman, President and Chief Executive Officer, and the following executive officers: Diane E. Lazzaris, Senior Vice President and General Counsel; Robert Minicozzi, Vice President and Chief Information Officer; David S. Schulz, Senior Vice President and Chief Financial Officer; Nelson J. Squires, III, Senior Vice President and Chief Operating Officer; and Christine A. Wolf, Senior Vice President and Chief Human Resources Officer. In addition, the Board approved a temporary reduction of 25% in the cash retainer compensation for non-employee Directors. All of these reductions are effective May 1, 2020 and are expected to remain in place until September 30, 2020.
Item 7.01 Regulation FD Disclosure.
The information in this Item 7.01 is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.
A slide presentation to be used by senior management of the Company in connection with its discussions with investors regarding the Company's financial results for the first quarter of 2020 is included in Exhibit 99.2 to this report and is being furnished in accordance with Regulation FD of the Securities and Exchange Commission.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
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104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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 hereunto duly authorized.
| WESCO International, Inc. | ||||||||
| (Registrant) | ||||||||
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By: | /s/ David S. Schulz | ||||||
| (Date) | David S. Schulz | |||||||
| Senior Vice President and Chief Financial Officer | ||||||||
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NEWS RELEASE | ||||
| WESCO International, Inc. / Suite 700, 225 West Station Square Drive / Pittsburgh, PA 15219 | |||||
WESCO International, Inc. Reports First Quarter 2020 Results
Confirms Value of Strategic Combination with Anixter
First quarter highlights:
•
Consolidated net sales of $2.0 billion, flat versus prior year
•
Cost of goods sold as a percentage of net sales of 80.9%
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Gross margin of 19.1%, up 50 basis points sequentially
•
Operating profit of $60.9 million, including $4.9 million of merger-related expenses
•
Earnings per diluted share of $0.82
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Diluted EPS of $0.91 adjusted for merger-related transaction costs
•
Operating cash flow of $31.5 million
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Free cash flow of $15.8 million, or 46% of net income
•
Anixter transaction on track to close in Q2 or Q3
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Substantial progress made in integration planning
PITTSBURGH, April 30, 2020 /PRNewswire/ -- WESCO International, Inc. (NYSE: WCC), a leading provider of electrical, industrial, and communications maintenance, repair and operating (MRO) and original equipment manufacturer (OEM) products, construction materials, and advanced supply chain management and logistics services, announces its results for the first quarter of 2020.
Mr. John J. Engel, WESCO's Chairman, President and CEO, commented, “In these challenging times, we are committed to super-serving our customers while ensuring the integrity of their supply chains. All of our branches remain operational and we have taken the necessary steps to ensure the health and safety of our employees through implementing increased safety, sanitizing and social distancing protocols. Through the middle of March, our first quarter results were on track with our outlook. We had a strong start to the year with sales growth within our expected range and sequentially improving gross margins. In mid-March, the spread of the COVID-19 pandemic and government-imposed shutdowns impacted our customers and suppliers across all of our end markets. Through these difficult times, our top priority at WESCO is the health and safety of our employees and their families, our customers and supplier partners, our shareholders and the communities in which we operate. WESCO has been deemed an essential business and provides mission-critical electrical, industrial, utility and communications solutions that enable our customers to efficiently, effectively and safely operate their businesses. We have provided products to help maintain power to homes and essential businesses, connectors and cabling for broadband services to support virtual and remote work, and essential equipment for data center operations to meet the increased demand for bandwidth. We have also utilized our global scale and supply chain relationships to procure personal protective equipment for our customers and our employees. I would like to recognize and thank all of our WESCO associates for their inspirational dedication, commitment and hard work in managing through this crisis.”
Mr. Engel continued, “Integration planning activities for the transformational combination of WESCO and Anixter are accelerating and we are more excited than ever about our opportunity to create the premier electrical and datacom distribution and supply chain services company. Our integration teams, comprising both WESCO and Anixter personnel, are working on numerous value creation initiatives for launch upon closing. We are highly confident in exceeding our three-year cost savings, sales growth and cash generation synergy targets communicated last month. We continue to be on track to close the transaction in the second or third quarter. With the challenging economic cycle we’re facing near term, this strategic combination remains compelling as we’re doubling the size of our company and will transform the new enterprise through execution of the integration plan and delivery of the synergies."
Mr. Engel concluded, "As we have in prior economic downturns, we are aggressively managing the business and have taken a series of cost reduction and cash management actions. We have successfully managed through every crisis we have faced over the last 25 years, and we will do so again. The duration of the current downturn and shape of the economic recovery remain uncertain, and as a result, we
1
are withdrawing our prior guidance for the year. WESCO supports critical infrastructure needs and the essential businesses of our customers around the world, and benefits from the resiliency of our operating model and the counter-cyclical free cash flow generation of our business. We remain focused on what we can control — our strategy, our investments, our team, and our execution, and we are confident that we will emerge an even stronger company through this cycle, as we have in the past.”
The following are results for the three months ended March 31, 2020 compared to the three months ended March 31, 2019:
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Net sales were $2.0 billion for the first quarter of 2020 and 2019. Organic sales for the first quarter of 2020 declined by 1.7% as the number of workdays and acquisitions positively impacted net sales by 1.6% and 0.5%, respectively. Net sales growth through the first ten weeks of the quarter were offset by declines during the last two weeks of March.
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Cost of goods sold for the first quarter of 2020 and 2019 was $1.6 billion, and gross profit was $376.4 million and $382.5 million, respectively. As a percentage of net sales, gross profit was 19.1% and 19.5% for the first quarter of 2020 and 2019, respectively. Sequentially, gross profit as a percentage of net sales increased 50 basis points from 18.6%.
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Selling, general and administrative expenses were $299.4 million, or 15.2% of net sales, for the first quarter of 2020, compared to $296.6 million, or 15.1% of net sales, for the first quarter of 2019. SG&A expenses for the first quarter of 2020 include $4.6 million of costs related to WESCO's merger with Anixter International, as announced on January 10, 2020. Adjusted for these costs, SG&A expenses were $294.8 million, or 15.0% of net sales, for the first quarter of 2020.
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Operating profit was $60.9 million for the first quarter of 2020, compared to $70.7 million for the first quarter of 2019. Operating profit as a percentage of net sales was 3.1% for the current quarter, compared to 3.6% for the first quarter of the prior year. Adjusted for merger-related costs of $4.6 million, operating profit was $65.5 million for the first quarter of 2020, or 3.3% of net sales.
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Net interest and other for the first quarter of 2020 was $16.5 million, compared to $17.1 million for the first quarter of 2019. Net interest and other for the first quarter of 2020 includes approximately $0.5 million of interest for borrowings against our accounts receivable securitization facility to fund the $100.0 million termination fee described below.
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The effective tax rate for the first quarter of 2020 was 23.1%, compared to 21.7% for the first quarter of 2019. The higher effective tax rate in the current quarter is primarily due to the unfavorable effect of discrete income tax expense associated with stock-based awards. The effective tax rate for the current period would have been 21.4% without this discrete impact.
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Net income attributable to WESCO International, Inc. was $34.4 million for the first quarter of 2020, compared to $42.4 million for the first quarter of 2019.
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Earnings per diluted share for the first quarter of 2020 was $0.82, based on 42.1 million diluted shares, compared to $0.93 for the first quarter of 2019, based on 45.5 million diluted shares. Adjusted earnings per diluted share for the first quarter of 2020 was $0.91.
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Operating cash flow for the first quarter of 2020 was $31.5 million, compared to $28.9 million for the first quarter of 2019. Free cash flow for the first quarter of 2020 was $15.8 million, or 46% of net income, compared to $18.0 million, or 43% of net income, for the first quarter of 2019.
Webcast and Teleconference Access
WESCO will conduct a webcast and teleconference to discuss the first quarter of 2020 earnings as described in this News Release on Thursday, April 30, 2020, at 10:00 a.m. E.T. The call will be broadcast live over the internet and can be accessed from the Investor Relations page of the Company's website at
www.wesco.investorroom.com
. The call will be archived on this internet site for seven days.
WESCO International, Inc. (NYSE: WCC), a publicly traded Fortune 500 holding company headquartered in Pittsburgh, Pennsylvania, is a leading provider of electrical, industrial, and communications maintenance, repair and operating (MRO) and original equipment manufacturer (OEM) products, construction materials, and advanced supply chain management and logistic services. 2019 annual sales were approximately $8.4 billion. The company employs approximately 9,500 people, maintains relationships with approximately 30,000 suppliers, and serves approximately 70,000 active customers worldwide. Customers include commercial and industrial businesses, contractors, government agencies, institutions, telecommunications providers, and utilities. WESCO operates 11 fully automated distribution centers and approximately 500 branches in North America and international markets, providing a local presence for customers and a global network to serve multi-location businesses and multi-national corporations.
2
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 Litigation Reform Act of 1995. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially. These statements include, but are not limited to, statements regarding the expected completion and timing of the proposed transaction between WESCO International, Inc. ("WESCO") and Anixter International Inc. ("Anixter"), expected benefits and costs of the proposed transaction, and management plans relating to the proposed transaction, statements that address WESCO's expected future business and financial performance, statements regarding the impact of natural disasters, health epidemics and other outbreaks, especially the outbreak of COVID-19 since December 2019, which may have a material adverse effect on WESCO's business, results of operations and financial condition, and other statements identified by words such as anticipate, plan, believe, estimate, intend, expect, project, will and similar words, phrases or expressions. These forward-looking statements are based on current expectations and beliefs of WESCO's management as well as assumptions made by, and information currently available to, WESCO's management, current market trends and market conditions and involve risks and uncertainties, many of which are outside of WESCO's and WESCO's management's control, and which may cause actual results to differ materially from those contained in forward-looking statements. Accordingly, you should not place undue reliance on such statements. Certain of these risks are set forth in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as well as the Company's other reports filed with the U.S. Securities and Exchange Commission (the "SEC").
These risks, uncertainties and assumptions also include the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the proposed transaction between WESCO and Anixter that could reduce anticipated benefits or cause the parties to abandon the proposed transaction, the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, the risk that the parties may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all, risks related to disruption of management time from ongoing business operations due to the proposed transaction, the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of WESCO's common stock, the risk of any unexpected costs or expenses resulting from the proposed transaction, the risk of any litigation relating to the proposed transaction, the risk that the proposed transaction and its announcement could have an adverse effect on the ability of WESCO or Anixter to retain customers and retain and hire key personnel and maintain relationships with their suppliers, customers and other business relationships and on their operating results and businesses generally, the risk that the pending proposed transaction could distract management of both entities and they will incur substantial costs, the risk that problems may arise in successfully integrating the businesses of the companies, which may result in the combined company not operating as effectively and efficiently as expected, the risk that the combined company may be unable to achieve synergies or other anticipated benefits of the proposed transaction or it may take longer than expected to achieve those synergies or benefits and other important factors that could cause actual results to differ materially from those projected. All such factors are difficult to predict and are beyond WESCO's control.
Additional Information and Where to Find It
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. In connection with the proposed transaction, on each of March 4, 2020 and March 9, 2020, WESCO filed with the SEC an amendment to the registration statement originally filed on February 7, 2020, which includes a prospectus of WESCO and a proxy statement of Anixter, and each party will file other documents regarding the proposed transaction with the SEC. The registration statement was declared effective by the SEC on March 11, 2020 and the proxy statement/prospectus has been mailed to Anixter’s stockholders. INVESTORS AND SECURITY HOLDERS OF WESCO AND ANIXTER ARE URGED TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT WESCO, ANIXTER AND THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the registration statement, proxy statement/prospectus and other documents filed with the SEC by WESCO or Anixter through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by WESCO will be available free of charge on WESCO's website at http://wesco.investorroom.com/sec-filings and copies of the documents filed with the SEC by Anixter will be available free of charge on Anixter's website at http://investors.anixter.com/financials/sec-filings.
Contact Information:
Will Ruthrauff
Director, Investor Relations and Corporate Communications
(412) 454-4220
http://www.wesco.com
3
WESCO INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(dollar amounts in thousands, except per share amounts)
(Unaudited)
| Three Months Ended | |||||||||||||||||
| March 31, 2020 | March 31, 2019 | ||||||||||||||||
| Net sales | $ | 1,968,647 | $ | 1,961,267 | |||||||||||||
| Cost of goods sold (excluding | 1,592,249 | 80.9 | % | 1,578,771 | 80.5 | % | |||||||||||
| depreciation and amortization) | |||||||||||||||||
| Selling, general and administrative expenses | 299,392 | 15.2 | % | 296,528 | 15.1 | % | |||||||||||
| Depreciation and amortization | 16,093 | 15,242 | |||||||||||||||
| Income from operations | 60,913 | 3.1 | % | 70,726 | 3.6 | % | |||||||||||
| Net interest and other | 16,472 | 17,120 | |||||||||||||||
| Income before income taxes | 44,441 | 2.3 | % | 53,606 | 2.7 | % | |||||||||||
| Provision for income taxes | 10,266 | 11,656 | |||||||||||||||
| Net income | 34,175 | 1.7 | % | 41,950 | 2.1 | % | |||||||||||
| Net loss attributable to noncontrolling interests | (232) | (419) | |||||||||||||||
| Net income attributable to WESCO International, Inc. | $ | 34,407 | 1.7 | % | $ | 42,369 | 2.2 | % | |||||||||
| Earnings per diluted common share | $ | 0.82 | $ | 0.93 | |||||||||||||
| Weighted-average common shares outstanding and common | |||||||||||||||||
| share equivalents used in computing earnings per diluted | |||||||||||||||||
| common share (in thousands) | 42,075 | 45,491 | |||||||||||||||
4
WESCO INTERNATIONAL, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollar amounts in thousands)
(Unaudited)
| March 31, 2020 |
December 31,
2019 |
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| Assets | |||||||||||
| Current Assets | |||||||||||
| Cash and cash equivalents | $ | 342,560 | $ | 150,902 | |||||||
| Trade accounts receivable, net | 1,214,331 | 1,187,359 | |||||||||
| Inventories | 950,521 | 1,011,674 | |||||||||
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Other current assets
(1)
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270,066 | 190,476 | |||||||||
| Total current assets | 2,777,478 | 2,540,411 | |||||||||
| Other assets | 2,453,478 | 2,477,224 | |||||||||
| Total assets | $ | 5,230,956 | $ | 5,017,635 | |||||||
| Liabilities and Stockholders' Equity | |||||||||||
| Current Liabilities | |||||||||||
| Accounts payable | $ | 804,330 | $ | 830,478 | |||||||
| Short-term borrowings and current debt | 24,476 | 26,685 | |||||||||
| Other current liabilities | 211,699 | 226,896 | |||||||||
| Total current liabilities | 1,040,505 | 1,084,059 | |||||||||
| Long-term debt, net | 1,542,602 | 1,257,067 | |||||||||
| Other noncurrent liabilities | 445,723 | 417,838 | |||||||||
| Total liabilities | 3,028,830 | 2,758,964 | |||||||||
| Stockholders' Equity | |||||||||||
| Total stockholders' equity | 2,202,126 | 2,258,671 | |||||||||
| Total liabilities and stockholders' equity | $ | 5,230,956 | $ | 5,017,635 | |||||||
(1)
As previously announced, on January 10, 2020, WESCO entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Anixter International Inc. ("Anixter") and Warrior Merger Sub, Inc. (“Merger Sub”), pursuant to which Merger Sub will be merged with and into Anixter (the “Merger”), with Anixter surviving the Merger as a wholly owned subsidiary of WESCO. Concurrently with the execution of the Merger Agreement, WESCO paid to entities affiliated with Clayton, Dubilier & Rice, LLC (“CD&R”), on behalf of Anixter, a termination fee of $100 million that was required to terminate Anixter’s then-existing merger agreement with CD&R. As of March 31, 2020, the termination fee is recorded on the balance sheet as a component of other current assets. Upon consummation of the merger with Anixter, the $100 million termination fee will be accounted for as a portion of the merger consideration paid to the stockholders of Anixter.
5
WESCO INTERNATIONAL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(dollar amounts in thousands)
(Unaudited)
| Three Months Ended | |||||||||||
|
March 31,
2020 |
March 31,
2019 |
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| Operating Activities: | |||||||||||
| Net income | $ | 34,175 | $ | 41,950 | |||||||
| Add back (deduct): | |||||||||||
| Depreciation and amortization | 16,093 | 15,242 | |||||||||
| Deferred income taxes | 1,979 | 893 | |||||||||
| Change in trade receivables, net | (53,944) | (76,696) | |||||||||
| Change in inventories | 37,807 | (40,768) | |||||||||
| Change in accounts payable | (10,858) | 68,085 | |||||||||
| Other | 6,276 | 20,163 | |||||||||
| Net cash provided by operating activities | 31,528 | 28,869 | |||||||||
| Investing Activities: | |||||||||||
| Capital expenditures | (15,762) | (10,828) | |||||||||
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Other
(1)
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(94,503) | (27,689) | |||||||||
| Net cash used in investing activities | (110,265) | (38,517) | |||||||||
| Financing Activities: | |||||||||||
| Debt borrowings, net | 284,617 | 17,427 | |||||||||
| Equity activity, net | (1,566) | (2,572) | |||||||||
| Other | (4,360) | 4,391 | |||||||||
| Net cash provided by financing activities | 278,691 | 19,246 | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | (8,296) | 159 | |||||||||
| Net change in cash and cash equivalents | 191,658 | 9,757 | |||||||||
| Cash and cash equivalents at the beginning of the period | 150,902 | 96,343 | |||||||||
| Cash and cash equivalents at the end of the period | $ | 342,560 | $ | 106,100 | |||||||
(1)
Other investing activities for the three months ended March 31, 2020 includes the $100 million termination fee described above.
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NON-GAAP FINANCIAL MEASURES
This earnings release includes certain non-GAAP financial measures. These financial measures include organic sales growth, gross profit, gross margin, financial leverage, earnings before interest, taxes, depreciation and amortization (EBITDA), free cash flow, adjusted income from operations, and adjusted earnings per diluted share. The Company believes that these non-GAAP measures are useful to investors as they provide a better understanding of sales performance, and the use of debt and liquidity on a comparable basis. Management does not use these non-GAAP financial measures for any purpose other than the reasons stated above.
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WESCO INTERNATIONAL, INC.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(dollar amounts in thousands, except organic sales data)
(Unaudited)
| Three Months Ended | |||||
| Organic Sales Growth: |
March 31,
2020 |
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| Change in net sales | 0.4 | % | |||
| Impact from acquisitions | 0.5 | % | |||
| Impact from foreign exchange rates | — | % | |||
| Impact from number of workdays | 1.6 | % | |||
| Organic sales growth | (1.7) | % | |||
Note: Organic sales growth is a measure of sales performance. 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.
| Three Months Ended | |||||||||||
| Gross Profit: | March 31, 2020 | March 31, 2019 | |||||||||
| Net sales | $ | 1,968,647 | $ | 1,961,267 | |||||||
| Cost of goods sold (excluding depreciation and amortization) | 1,592,249 | 1,578,771 | |||||||||
| Gross profit | $ | 376,398 | $ | 382,496 | |||||||
| Gross margin | 19.1 | % | 19.5 | % | |||||||
| Three Months Ended | |||||
| Gross Profit: |
December 31,
2019 |
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| Net sales | $ | 2,099,452 | |||
| Cost of goods sold (excluding depreciation and amortization) | 1,709,658 | ||||
| Gross profit | $ | 389,794 | |||
| Gross margin | 18.6 | % | |||
Note: Gross profit is a financial measure commonly used within the distribution industry. Gross profit is calculated by deducting cost of goods sold, excluding depreciation and amortization, from net sales. Gross margin is calculated by dividing gross profit by net sales.
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WESCO INTERNATIONAL, INC.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(dollar amounts in thousands)
(Unaudited)
| Twelve Months Ended | |||||||||||
| Financial Leverage: |
March 31,
2020 |
December 31,
2019 |
|||||||||
| Income from operations | $ | 336,404 | $ | 346,217 | |||||||
| Depreciation and amortization | 62,958 | 62,107 | |||||||||
| EBITDA | $ | 399,362 | $ | 408,324 | |||||||
|
March 31,
2020 |
December 31,
2019 |
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| Short-term borrowings and current debt | $ | 24,476 | $ | 26,685 | |||||||
| Long-term debt | 1,542,602 | 1,257,067 | |||||||||
|
Debt issuance costs
(1)
|
8,211 | 8,876 | |||||||||
| Total debt | 1,575,289 | 1,292,628 | |||||||||
| Less: cash and cash equivalents | 342,560 | 150,902 | |||||||||
| Total debt, net of cash | $ | 1,232,729 | $ | 1,141,726 | |||||||
| Financial leverage ratio | 3.1 | 2.8 | |||||||||
(1)
Long-term debt is presented in the condensed consolidated balance sheets net of debt issuance costs.
Note: Financial leverage measures the use of debt. Financial leverage ratio is calculated by dividing total debt, including debt issuance costs, net of cash, by EBITDA. EBITDA is defined as the trailing twelve months earnings before interest, taxes, depreciation and amortization.
| Three Months Ended | |||||||||||
| Free Cash Flow: | March 31, 2020 | March 31, 2019 | |||||||||
| Cash flow provided by operations | $ | 31,528 | $ | 28,869 | |||||||
| Less: capital expenditures | (15,762) | (10,828) | |||||||||
| Free cash flow | $ | 15,766 | $ | 18,041 | |||||||
| Percentage of net income | 46 | % | 43 | % | |||||||
Note: Free cash flow is a measure of liquidity. Capital expenditures are deducted from operating cash flow to determine free cash flow. Free cash flow is available to fund investing and financing activities.
| Three Months Ended | |||||||||||
| Adjusted SG&A Expenses: | March 31, 2020 | March 31, 2019 | |||||||||
| Selling, general and administrative expenses | $ | 299,392 | $ | 296,528 | |||||||
|
Merger-related costs
|
(4,608) | — | |||||||||
| Adjusted selling, general and administrative expenses | $ | 294,784 | $ | 296,528 | |||||||
9
WESCO INTERNATIONAL, INC.
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
(dollar amounts in thousands)
(Unaudited)
| Three Months Ended | |||||||||||
| Adjusted Income from Operations: | March 31, 2020 | March 31, 2019 | |||||||||
| Income from operations | $ | 60,913 | $ | 70,726 | |||||||
|
Merger-related costs
|
4,608 | — | |||||||||
| Adjusted income from operations | $ | 65,521 | $ | 70,726 | |||||||
| Three Months Ended | |||||||||||
| Adjusted Net Interest and Other: | March 31, 2020 | March 31, 2019 | |||||||||
| Net interest and other | $ | 16,472 | $ | 17,120 | |||||||
| Merger-related interest expense | (515) | — | |||||||||
| Adjusted net interest and other | $ | 15,957 | $ | 17,120 | |||||||
| Three Months Ended | |||||||||||
| Adjusted Provision for Income Taxes: | March 31, 2020 | March 31, 2019 | |||||||||
| Provision for income taxes | $ | 10,266 | $ | 11,656 | |||||||
| Income tax effect of merger-related transaction costs | 1,183 | — | |||||||||
| Adjusted provision for income taxes | $ | 11,449 | $ | 11,656 | |||||||
| Three Months Ended | |||||||||||
| Adjusted Earnings Per Diluted Share: | March 31, 2020 | March 31, 2019 | |||||||||
| Adjusted income from operations | $ | 65,521 | $ | 70,726 | |||||||
| Adjusted net interest and other | 15,957 | 17,120 | |||||||||
| Adjusted income before income taxes | 49,564 | 53,606 | |||||||||
| Adjusted provision for income taxes | 11,449 | 11,656 | |||||||||
| Adjusted net income | 38,115 | 41,950 | |||||||||
| Net loss attributable to noncontrolling interests | (232) | (419) | |||||||||
| Adjusted net income attributable to WESCO International, Inc. | $ | 38,347 | $ | 42,369 | |||||||
| Diluted shares | 42,075 | 45,491 | |||||||||
| Adjusted earnings per diluted share | $ | 0.91 | $ | 0.93 | |||||||
10
First Quarter 2020 Webcast Presentation April 30, 2020 1
Additional Information and Where to Find It This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. In connection with the proposed transaction, on each of March 4, 2020 and March 9, 2020, WESCO filed with the SEC an amendment to the registration statement originally filed on February 7, 2020, which includes a prospectus of WESCO International Inc. (“WESCO”) and a proxy statement of Anixter International Inc. (“Anixter”), and each party will file other documents regarding the proposed transaction with the SEC. The registration statement was declared effective by the SEC on March 11, 2020 and the proxy statement/prospectus has been mailed to Anixter’s stockholders. INVESTORS AND SECURITY HOLDERS OF WESCO AND ANIXTER ARE URGED TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT WESCO, ANIXTER AND THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of the registration statement, proxy statement/prospectus and other documents filed with the SEC by WESCO or Anixter through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by WESCO will be available free of charge on WESCO's website at http://wesco.investorroom.com/sec-filings and copies of the documents filed with the SEC by Anixter will be available free of charge on Anixter's website at http://investors.anixter.com/financials/sec-filings. 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 Litigation Reform Act of 1995. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially. These statements include, but are not limited to, statements regarding the expected completion and timing of the proposed transaction between WESCO and Anixter, expected benefits and costs of the proposed transaction, and management plans relating to the proposed transaction, statements that address WESCO's expected future business and financial performance, statements regarding the impact of natural disasters, health epidemics and other outbreaks, especially the outbreak of COVID-19 since December 2019, which may have a material adverse effect on WESCO’s business, results of operations, and financial condition, and other statements identified by words such as anticipate, plan, believe, estimate, intend, expect, project, will and similar words, phrases or expressions. These forward-looking statements are based on current expectations and beliefs of WESCO's management as well as assumptions made by, and information currently available to, WESCO's management, current market trends and market conditions and involve risks and uncertainties, many of which are outside of WESCO's and WESCO's management's control, and which may cause actual results to differ materially from those contained in forward-looking statements. Accordingly, you should not place undue reliance on such statements. Certain of these risks are set forth in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019, as well as the Company's other reports filed with the U.S. Securities and Exchange Commission (the "SEC"). These risks, uncertainties and assumptions also include the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the proposed transaction between WESCO and Anixter that could reduce anticipated benefits or cause the parties to abandon the proposed transaction, the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, the risk that the parties may not be able to satisfy the conditions to the proposed transaction in a timely manner or at all, risks related to disruption of management time from ongoing business operations due to the proposed transaction, the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of WESCO's common stock, the risk of any unexpected costs or expenses resulting from the proposed transaction, the risk of any litigation relating to the proposed transaction, the risk that the proposed transaction and its announcement could have an adverse effect on the ability of WESCO or Anixter to retain customers and retain and hire key personnel and maintain relationships with their suppliers, customers and other business relationships and on their operating results and businesses generally, the risk that the pending proposed transaction could distract management of both entities and they will incur substantial costs, the risk that problems may arise in successfully integrating the businesses of the companies, which may result in the combined company not operating as effectively and efficiently as expected, the risk that the combined company may be unable to achieve synergies or other anticipated benefits of the proposed transaction or it may take longer than expected to achieve those synergies or benefits and other important factors that could cause actual results to differ materially from those projected. All such factors are difficult to predict and are beyond WESCO's control. Non-GAAP Measures This presentation includes certain non-GAAP financial measures. These financial measures include organic sales growth, gross profit, gross margin, financial leverage, earnings before interest, taxes, depreciation and amortization (EBITDA), free cash flow, adjusted income from operations, and adjusted diluted earnings per share. WESCO believes that these non-GAAP measures are useful to investors as they provide a better understanding of sales performance, and the use of debt and liquidity on a comparable basis. Management does not use these non-GAAP financial measures for any purpose other than the reasons stated above. 2
Response to COVID-19 Pandemic PRIORITIES ACTIONS TAKEN Protect • Implemented multi-shift strategy to promote social distancing 1 • Increased regular cleaning protocols Employees • Reward and recognition bonus for on-site employees • Implemented Business Continuity Plan Superserve • All U.S. and Canada facilities open to perform essential activities 2 Customers • Implemented “daily impact reporting” to provide supply chain visibility • Sourcing PPE equipment for customers as well as employees • Drew $100 million on inventory revolver; liquidity of $732 million • Adjusted hourly shifts to match demand and customer service needs • Implemented temporary compensation reductions – Board of Directors cash retainer 25% Respond to Current – C-suite executive salaries 25% 3 Environment – Vice President salaries 20% – Other employee salaries 12%-15% • Suspended 401(k) company match and deferred salary increases Ensure Liquidity | Reduce Costs | Preserve Flexibility • Reduced discretionary spending • Froze all non-essential capital expenditures WESCO Has Taken Quick and Decisive Actions 3
First Quarter Results Overview First Quarter Highlights Versus Q1 2019 2020 Adjustments PY Outlook • Results were on track with our outlook until mid-March • WESCO deemed an essential business and all U.S. and Sales $1,961 $1,969 0.4% 2% - 5% Canada branches are operational Gross Profit $382 $376 (1.6%) • Construction, Utility, and CIG growth in the U.S.; Industrial and Utility growth in Canada % of sales 19.5% 19.1% (40) bps • Strong sales in Communications and Security, and Safety Adjusted SG&A $297 $295 (0.6)% $4.6 • Gross margin up 50 basis points sequentially • Estimated pricing impact was slightly positive % of sales 15.1% 15.0% (10) bps • Preliminary April sales down ~16% Adjusted Operating Profit $71 $66 (7.4)% $4.6 3.4% - 3.6% • Anixter Acquisition – Waiting period for regulatory approval in the U.S. % of Sales 3.6% 3.3% (30) bps expired; obtained regulatory clearances from Turkey Effective Tax Rate 21.7% 23.1% 140 bps ~22% and Russia – Canada and Mexico regulatory approvals in process Adjusted Diluted EPS $0.93 $0.91 (2.2)% $0.09 – Obtained Anixter stockholder approval – Joint integration teams have accelerated planning – On track to close in Q2 or Q3 Company well positioned to navigate challenges of COVID-19 Note: Organic sales growth excludes the impact of acquisitions in the first year of ownership, foreign exchange rates and differences in the number of workdays. See appendix for non-GAAP reconciliations. 4
First Quarter Sales Summary ORGANIC SALES ORGANIC SALES Year Over Year Year Over Year GROWTH GROWTH Total U.S. Canada International January 2.2% Industrial (6.2)% (8.6)% 1.5% 3.5% February 2.0% Construction (2.0)% 1.7% (8.3)% (5.4)% March (8.6)% Utility 8.9% 8.2% 27.5% (20.7)% CIG (0.7)% 2.3% (9.8)% (6.2)% (1.7)% (1.0)% (4.3)% (1.5)% INDUSTRIAL UTILITY • Global Account bidding activity robust • Organic growth driven by new wins and scope expansion with • COVID-19 driven declines with industrial customers starting in March current customers across most verticals • Awarded large utility alliance contracts in the first quarter • Secured new Global Account customer wins to be implemented post • Integrated Supply solutions continue to drive customer value COVID-19 restrictions • Expect renewable energy as well as grid reliability and modernization projects to drive future demand CONSTRUCTION CIG • Growth in January and February offset by March slowdown due to • U.S. growth through February offset by reduced COVID-19 demand in March COVID-19 driven project delays • Supply chain solutions driving results in datacenter, security, and cloud • Backlog at historically high level due to new wins technology projects • Project pipeline remains strong with order conversion being paced by • Continue to be well positioned to serve data center construction, LED lighting customer project restart schedules renovation and retrofits, FTTx deployments and broadband build outs Strong growth in Utilities, U.S. growth in Construction and CIG offset primarily by decline in Industrial Note: See appendix for non-GAAP reconciliations. 5
Strong Balance Sheet Liquidity (as of 3/31/20) Bank Credit Facilities Limited Operating Covenants • Liquidity: $732 million • Mature in 2022 and 2024 • No maximum leverage covenant – Invested cash: $285 million • Low cost LIBOR based • Fixed charge coverage covenant based on liquidity or availability – Revolver availability: $447 million • Borrowing bases provide confidence in availability – Used $100 million in Q1 to pay – Inventory holds value throughout the cycle CD&R break-up fee – Diversified receivables pool with limited – Additional financing anticipated to concentration replace Bridge Commitments for o Largest balances with high credit quality Anixter transaction customers o Collection activities performing consistent with historical levels o Bad debt experience consistent with recent quarters Covenant Summary Fixed Charge Facility Maturity Measurement Test Covenant Revolver Sept 2024 1.0 to 1.0 Revolver availability >$60 million $447 million AR Facility Sept 2022 1.0 to 1.0 Liquidity > $100 million $789 million1 1 Balance sheet cash plus borrowing availability Strong Liquidity and Free Cash Flow Generation 6
Strong Free Cash Flow Through the Cycle Cumulative Free Cash Flow Free Cash Flow as % of Last 3 years $569M 89% of net income Adjusted Net Income Last 5 years $1,113M 108% of net income Last 10 years $2,163M 103% of net income Great Recession 300% Industrial 250% 265% Recession 200% 150% 154% 100% 118% 121% 125% 116% 97% 50% 84% 68% 68% 81% 0% 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Free Cash $279M $112M $134M $265M $308M $230M $261M $282M $128M $261M $180M Flow Note: See appendix for Stable, Consistent, and Counter-Cyclical Free Cash Flow 7 non-GAAP reconciliations
Resilient Business Model with Substantial Free Cash Flow and Rapid Deleveraging Proven ability to delever through economic cycles and post strategic M&A Deleveraging Through the Cycle 1 Deleveraging Post M&A 1 Proven ability to deleverage through economic cycles... Demonstrated ability to delever post M&A... 4.5x 2.9x ~$1.0 2.7x ~$800 1.6x Acq. billion EECOL 2 million Cumulative FCF Cumulative FCF 2007 2011 2007 - 2011 2012 2014 2012 - 2014 4.1x 2.1x ~$900 Acq. HDS 2.8x ~$500 2.0x Power million Solutions 3 million Cumulative FCF Cumulative FCF 2007 2011 2007 - 2011 2015 2017 2015 - 2017 ...aided by dynamic countercyclical cash flow profile ...through efficient integration and synergy realization Since the Global Financial Crisis 4, on a combined basis, WESCO and Anixter have generated free cash flow 5 in excess of $4.0 billion 1. Charts reflect net debt to EBITDA. 2. WESCO completed its acquisition of EECOL in December 2012 for ~$1.1 billion. 3. Anixter competed its acquisition of HD Supply Power Solutions in October 2015 for ~$825 million. 4. Period reflects CY2009 through CY2019. 5. Free cash flow defined as cash flow from operating activities less capital expenditures. 8
WESCO is Larger and More Diverse than 2009 Acquisitions have diversified WESCO by Product Line, End Market, Supplier, Customer, and Geography Sales ($ billions) Broadband Communications 6.1% CAGR $8.4 Safety Canada $4.6 Expansion Turnkey Lighting Solutions Construction 2009 2019 Stronger, More Stable, and More Diversified 9
Transformational Combination of WESCO and Anixter Transaction Milestones Integration Planning Progress ✓ Agreement announced ✓ Integration planning underway ✓ Obtained committed financing ✓ Progress has been rapid and is accelerating ✓ HSR waiting period expired ✓ Joint integration teams established with over ✓ Approval received from Turkey and Russia 500 separate initiatives developed to date ✓ Anixter stockholders approved the ✓ Planning process has revealed upside synergy transaction opportunities ✓ Canada and Mexico regulatory approvals in ✓ Cultural alignment is strong process; supplementary information request received in Canada ✓ Tender and change of control process for Anixter 2023 and 2025 notes Remain on track to complete the Expect to exceed cost, sales growth, transaction in Q2 or Q3 and cash generation synergies 10
Evolving Secular Trends Benefit WESCO + Anixter Secular Trends Benefitting WESCO and Anixter…. …Contribute to Financial Benefits of the Transformational Combination IoT and Remote Automation Connectivity Increased reliance Increase in number of Estimated Impact in Year Three on remote automated communications for processes Utility Grid work, school, and Supply Chain home Investments in grid Relocation ✓ Accelerates sales growth by more reliability and Return of supply hardening chains to the U.S. and Canada than 100 bps ✓ Significant cross-selling and Communications Connected Real 5G build-out, fiber-to-the-x, Estate and proliferation of streaming international expansion opportunities Converged infrastructure and mobile data consumption driven by bandwidth needs + ✓ Doubles standalone EPS growth rate Increased LED Adoption Security ✓ Expands Adjusted EBITDA margin Material increase in Expansion of coverage rate of LED adoption in metro areas 100+ bps and delivers 50 - 60% EPS accretion Electrification Secure Increasing Networks electrification of Secure networks and ✓ Generates annual pro forma free cash infrastructure, EVs, data centers and renewables Ongoing Mobility and Data Center flow of ~$600 million Accessibility Capacity 24/7/365 connectivity Emerging Increased bandwidth driving bandwidth and power demands demand WESCO + Anixter combination benefits from numerous ongoing and attractive growth opportunities 11
Summary • Quick and decisive actions taken in response to COVID-19 pandemic • Strong liquidity and favorable borrowing covenants • Resilient business model and strong free cash flow throughout the cycle • Larger and more diverse by product line, end market, and geography • Anixter transaction is on track to close in Q2 or Q3 • Substantial integration planning progress has already been completed • WESCO + Anixter well positioned for evolving secular growth trends • Expect to exceed cost, sales growth and cash generation synergies of the transformational combination of WESCO and Anixter 12
APPENDIX
First Quarter Diluted EPS and Sales Growth Walk Diluted EPS Walk1 Sales Growth Walk Reported Q1 2019 Diluted EPS $0.93 Q1 2019 Sales $1,961 M Core operations $(0.02) U.S. (80) bps Canada (80) bps Foreign exchange rates $0.00 International (10) bps SLS acquisition $(0.05) Organic Growth (1.7)% Tax $(0.02) Foreign exchange rates 0 bps Lower share count $0.07 SLS acquisition 50 bps Adjusted Q1 2020 Diluted EPS $0.91 Number of workdays 160 bps Merger-related transaction costs $(0.09) Q1 2020 Sales $1,969M Reported Q1 2020 Diluted EPS $0.82 Reported Growth 0.4% 1 Calculation differences due to rounding.
First Quarter Gross Margin Drivers Mix Impact Summary Historical Gross Margin vs. Q1 2020 vs. WESCO Average Q4 2019 Gross margin versus fourth quarter driven by three factors: Industrial ABOVE CIG AVERAGE • Getting traction on our margin Neutral improvement initiatives Construction BELOW • Pass-through of supplier price END MARKET Utility BELOW increases in multi-year contracts Canada ABOVE • Shipment mix U.S. AVERAGE Neutral GEOGRAPHY International BELOW Stock ABOVE Special Order AVERAGE Tailwind SHIPMENT Direct BELOW 15
Free Cash Flow & Leverage Free Cash Flow Leverage ($ Millions) (Debt, Net of Cash, to TTM EBITDA) target leverage $1 billion+ of free cash flow over the last 5 years 4.0x 2.0x – 3.5x 3.5x $18.0 3.0x 3.1x 43% of net income $15.8 46% of net income 2.5x 2.0x 1.5x Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 2019 YTD 2020 YTD 2018 2019 2020 16
Work Days Q1 Q2 Q3 Q4 FY 2018 64 64 63 62 253 2019 63 64 63 62 252 2020 64 64 64 61 253
Adjusted Results Q1 2020 Reported Adjusted Results Adjustments (1) Results (in millions, except for EPS) SG&A expenses $ 299.4 $ (4.6) $ 294.8 Income from operations 60.9 4.6 65.5 Net interest and other 16.5 (0.5) 16.0 Income before income taxes $ 44.4 5.1 $ 49.6 Income tax 10.3 1.2 11.4 Effective tax rate 23.1% 23.1% Net income 34.2 2.5 38.1 Less: Non-controlling interests (0.2) - (0.2) Net income attributable to WESCO $ 34.4 2.5 $ 38.4 Diluted Shares 42.1 42.1 EPS $ 0.82 $ 0.91 1 Merger-related transaction expenses and related income tax effect.
First Quarter Organic Sales Growth Year-over-Year Three Months Ended, Core Less: Less: Organic March 31, 2019 March 31, 2020 Growth FX Impact Workday Growth Industrial core sales 737 702 (4.6)% 0.0% 1.6% (6.2)% Construction core sales 630 629 (0.2)% 0.2% 1.6% (2.0)% Utility core sales 308 341 10.6% 0.1% 1.6% 8.9% CIG core sales 280 281 0.7% (0.2)% 1.6% (0.7)% Total core sales $ 1,955 $ 1,954 (0.1)% 0.0% 1.6% (1.7)% U.S. core sales 1,455 1,464 0.6% 0.0% 1.6% (1.0)% Canada core sales 384 377 (2.1)% 0.7% 1.6% (4.3)% International core sales 116 113 (2.6)% (2.7)% 1.6% (1.5)% Total core sales $ 1,955 $ 1,954 (0.1)% 0.0% 1.6% (1.7)% Plus: SLS sales 6 15 Total net sales $ 1,961 $ 1,969 Sequential Three Months Ended, Reported Less: Less: Organic December 31, 2019 March 31, 2020 Growth FX Impact Workday Growth Industrial sales 746 702 (5.9)% 0.1% 3.2% (9.2)% Construction sales 692 637 (8.0)% 0.1% 3.2% (11.3)% Utility sales 335 341 1.9% 0.2% 3.2% (1.5)% CIG sales 327 289 (11.5)% 0.2% 3.2% (14.9)% Total net sales 2,099 1,969 (6.2)% 0.2% 3.2% (9.6)%
Capital Structure and Leverage EBITDA Twelve Months Ended, December 31,2019 March 31, 2020 Income from operations 346 336 Depreciation and amortization 62 63 EBITDA 408 399 Debt As of, Maturity December 31, 2019 March 31, 2020 AR Revolver (variable) 415 600 September 2022 Inventory Revolver (variable) - 100 September 2024 2021 Senior Notes (fixed) 500 500 December 2021 2024 Senior Notes (fixed) 350 350 June 2024 Other 28 25 Various Total debt1 1,293 1,575 Less: cash and cash equivalents 151 343 Total debt, net of cash 1,142 1,233 Leverage 2.8x 3.1x Liquidity2 823 732 (1) Debt is presented in the condensed consolidated balance sheets net of debt discount and debt issuance costs. (2) Total availability under asset-backed credit facilities plus cash in investment accounts. Note: For financial leverage ratio in prior periods, see quarterly earnings webcasts as previously furnished to the Securities & Exchange Commission, which can be obtained from the Investor Relations page of WESCO’s website at www.wesco.com.
Gross Profit and Free Cash Flow - Quarter Gross Profit Three Months Ended, March 31, 2019 March 31, 2020 Net sales 1,961 1,969 Cost of goods sold1 1,579 1,592 Gross profit2 382 376 Gross margin 2 19.5% 19.1% Free Cash Flow Three Months Ended March 31, 2019 March 31, 2020 Net cash provided by operating activities 29 32 Less: capital expenditures (11) (16) Free cash flow3 18 16 Net income 42 34 % of net income 43% 46% 1 Excluding depreciation and amortization. 2 Gross profit is calculated by deducting cost of goods sold, excluding depreciation and amortization, from net sales. Gross margin is calculated by dividing gross profit by net sales. 3 Free cash flow is provided by the Company as an additional liquidity measure. Capital expenditures are deducted from operating cash flow to determine free cash flow. Free cash flow is available to fund investing and financing activities. Note: For gross profit in prior periods, see quarterly earnings webcasts as previously furnished to the Securities & Exchange Commission, which can be obtained from the Investor Relations page of WESCO’s website at www.wesco.com.
Free Cash Flow - Annual Twelve Months Ended December 31, ($ millions) 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 Net cash provided by operating activities 292 127 168 288 315 251 283 300 149 297 224 Less: capital expenditures (13) (15) (33) (23) (28) (21) (22) (18) (21) (36) (44) Plus: non-recurring pension contribution - - - - 21 - - - - - - Free cash flow 279 112 134 265 308 230 261 282 128 261 180 Net income attributable to WESCO International, Inc. 105 115 196 202 276 276 211 102 164 227 222 Loss on debt redemption, net of tax - - - - - - - 82 - - - ArcelorMittal litigation charge (recovery), net of tax - - - 22 (22) - - - - - - Income tax expense for the Tax Cuts and Jobs Act of 2017 - - - - - - - - 26 - - Adjusted net income attributable to WESCO International, Inc. 105 115 196 224 254 276 211 184 190 227 222 Net (loss) income attributable to noncontrolling interests - - (0) (0) 0 (0) (2) (0) (0) (2) - Adjusted net income 105 115 196 224 254 276 209 184 190 225 222 Free cash flow / Adjusted net income 265% 97% 68% 118% 121% 84% 125% 154% 68% 116% 81%