1. The challenges of
2001 have served as a
catalyst for sharpening
our business strategy
and improving our
competitive position.
2001 Annual Report & Form 10-K
2. Corporate Profile
WESCO International, Inc. (NYSE: WCC) is a leading
distributor of electrical construction products
and electrical and industrial maintenance, repair
and operating (MRO) supplies, and is the nation’s
largest provider of integrated supply services.
Headquartered in Pittsburgh, Pennsylvania, the
company employs approximately 5,700 people,
maintains relationships with 24,000 suppliers, and
serves more than 100,000 customers worldwide.
Major markets include commercial and industrial
firms, contractors, governmental agencies, educa-
tional institutions, telecommunications businesses
and utilities. WESCO operates five fully automated
distribution centers and over 350 full-service branches
in North America and selected international markets,
providing a local presence for area customers and
a global network to serve multi-location businesses
and multi-national corporations.
3. TO OUR
SHAREHOLDERS, EMPLOYEES AND FRIENDS
2001 was a difficult year for the Country and
for our Company. Every major market WESCO
serves was adversely affected by the weak
economy, and we experienced deteriorating
demand as the year progressed. We were
also challenged by decreased pricing in key,
high volume commodities, a record level of
4. Letter to our Shareholders continued
bankruptcies and bad debts, and the need to inventories and conserved cash through reductions
take multiple cost-cutting actions in response in capital spending. Lower operating costs and
to lower revenues. higher productivity became a major priority early
in the year, and expenses were systematically
Against this backdrop, the “extra effort” that decreased through multiple stages of staff reduc-
characterizes WESCO’s employees has been extra- tions and discretionary cost elimination initiatives.
ordinary. Because of their dedication and resolve, Through a combination of attrition and workload
WESCO has made significant progress during this rebalancing, we reduced our staffing level by 10%
problematic time. We’ve broadened our customer to reposition our cost structure relative to revenue
base, increased our market share, and set new generation. All costs associated with these adjust-
records in negotiating major national accounts and ments are reflected in 2001 operations, and we
alliance agreements that ensure our current and expect to realize the benefit of a lower cost structure
future status as a preferred supplier. We reduced as we move into 2002.
expenses, contained capital expenditures, and paid
down debt. Although our 2001 financial performance
Financial Structure
was disappointing, we were able to diminish the
During 2001 and early 2002, we took a number of
negative impact of reduced market demand, and
important steps to improve our capital structure
we have significantly strengthened our Company
and financing flexibility. In August we completed
for the long term. We have improved our capital
the issuance of $100 million of Senior Subordinated
structure, maintained our operating efficiency,
Notes and reduced our outstanding obligations
and positioned WESCO for accelerated growth
under our revolving credit facility. The seven-year
and increasing shareholder value as the economy
term on the new notes provided the company with
stabilizes and recovers.
stable, longer-term financing commitments at a
competitive cost.
Operating Results
Total sales revenue in 2001 was $3.7 billion, a decrease Capitalizing on the company’s favorable asset
of $223 million or 5.7% from the prior year. Excluding structure, we have replaced our revolving credit
the effects of acquisitions completed in 2000 and facility with a new asset-backed facility supported
2001, the year-over-year sales decline was 8.6%. by inventory and certain accounts receivable. This
The gross margin rate for 2001 was unchanged. Net new facility provides improved access and liquidity,
income was $20.2 million, compared with $33.4 mil- increased operating flexibility and rates that are
lion in 2000. Diluted earnings per share were $0.43 comparable to our prior facility. Additional flexibility
for the period, as compared to $0.70 for the prior is available for acquisition financing and for share
year. Operating cash flow for 2001 was a record or bond repurchase opportunities. WESCO’s overall
$161 million and was generated through profitable rate on all interest-bearing obligations for 2001 was
operations and reduced levels of accounts receivable 6.7%, and this competitive market rate demonstrates
and inventory. Debt was reduced by more than the quality of our assets and our ability to access
$80 million including a reduction in our receivables multiple forms of financing.
securitization facility.
Strategies for Growth
Customer-based activity levels – as measured by
The challenges of 2001 have served as a catalyst
order processing, delivery and invoicing transactions
for sharpening our business strategy and improving
– declined less than 2% when compared with 2000.
our competitive position. We are building on our
Although order volume and the workload associated
core strengths as a large, branch-based wholesaler
with processing, picking, packing, and shipping
and distributor of electrical products and related
remained nearly constant, the revenue value per
supplies and services, and as the industry leader in
transaction declined, as customers drove down
customer service and low-cost operations. We have
developed a large, profitable, and highly diversified
business base by supplying a wide range of critical
components for all types of construction, facilities
maintenance, and machinery power and control
application. We have strong positions in multiple
market and customer segments, and we believe that
2 WESCO INTERNATIONAL, INC.
2001 Annual Report
5. IMPROVING
POSITION
competitive
With new distribution channels, broader
geographic reach, full capabilities in
integrated supply, and continuously
increasing market share, WESCO is
strategically positioned for accelerated
growth and profitability.
6. Letter to our Shareholders continued
our number one position in integrated supply services, Our integrated supply capabilities and supporting
national accounts preferred supplier programs, and technology represent one of the very few fully
distribution services to power utility customers was functional, fully operational, electronic commerce
enhanced in 2001. These leading positions provide and Internet-based trade exchanges operating in
a solid platform for future growth and profitability. industry today. Each day we support thousands of
Despite current economic conditions, the electrical product inquiries and requests from authorized
and industrial supply industries in which we operate requisitioners in our large customer accounts who
are fundamentally sound, and they offer significant access products and services from thousands of sup-
opportunities for both internally-generated and pliers. In 2001, we greatly increased our capabilities
acquisition-based growth in the years ahead. through major advances in our Internet-accessible
procurement and storeroom management systems.
Internal Growth These new systems were instrumental in this year’s
With electrical products as our core, WESCO has expansion of integrated supply programs into Europe,
numerous opportunities for increasing the range of and they will play a key role in achieving a faster
products we offer by building and/or adding new ramp-up to full potential as we add new integrated
channels of product and service distribution. In 2001, supply customers.
we expanded our customer communications through
the continued development of electronic and paper- Another growth engine for WESCO is our National
based product/service catalogs, and enhanced our Accounts Program. In 2001, we added more than
e-commerce and Internet-based customer service 30 new, high-profile customers to our client roster
capabilities with tools and methodologies to support and are now supplying approximately 800 of their
integration with our customers’ business systems. operating locations and affiliates in the United
A range of 2001 accomplishments included: States, Canada, Mexico, and Puerto Rico. Potential
future electrical product sales at targeted levels
• Introduction of new e-Commerce sites for of implementation for these new customers are
our automation/controls business and our
estimated to be in excess of $100 million annually.
Canadian operations;
• Development of numerous customized electronic In addition, we successfully expanded our National
catalogs for large-volume customers in a variety Accounts programs in the healthcare market with
of industries;
a contract award from one of the largest healthcare
• Further development of WESCOExpress, a new, group purchasing organizations in the United States.
centralized fulfillment unit that provides exceptional While we have had a long-standing service presence
service for customers with many small or remote
with local and regional hospitals and health systems,
operating units, and those with occasional or
this purchasing group represents approximately
unpredictable demand;
30% of the nation’s community hospitals and health
• Renewed emphasis on telesales, direct
systems, and offers a new avenue for future growth.
marketing, and targeted product sales
promotion programs; and,
Low-cost Operations
• Expanded programs of multi-site trade shows WESCO holds a low-cost position in the electrical
featuring new products and cost saving ideas.
and industrial products distribution business due to
our streamlined operating structure and focus on
The most significant product/service channel we’ve productivity. Industry data, independently compiled
added over the past four years is integrated supply – by the National Association of Electrical Distributors
a supply chain solution that helps customers simplify (NAED) and other commodity-oriented industry asso-
their procurement and replenishment of electrical ciations, has consistently positioned WESCO as a
and non-electrical spare parts, maintenance items, low-cost firm with high levels of personnel produc-
and operating supplies. tivity. In 2001, for example, our sales per employee
were $648,000, equaling an output per person signi-
ficantly greater than the most recently reported
industry average of $363,000 sales per employee.
4 WESCO INTERNATIONAL, INC.
2001 Annual Report
7. CATALYSTf or our
STRATEGY
From the challenges of 2001, WESCO has
emerged as a stronger and more flexible
company, with a proven business model
designed for efficiency, profitability, and
increased value for shareholders.
8. Letter to our Shareholders continued
To further improve productivity, we have developed Outlook
a variety of additional measurements and new
It is encouraging that recent economic reports and
monitoring and control systems. We are continually
forecasts indicate the economy is stabilizing and
working to reduce transaction and overall handling
recovery is on the way. This is definitely good news,
costs and to reduce general operating expenses at
but the reported improvements are coming after 18
each location. In addition, we expect to continue to
consecutive months of decline affecting our major
invest the majority of our annual capital expenditures
markets, and meaningful increases in customer
in information technology projects that provide sales
demand in industrial and construction markets won’t
leverage, operating efficiencies, and increased
happen as quickly as we’d like. We expect market
operating controls.
conditions to remain challenging throughout 2002,
with continued pressure on sales volume, pricing,
Acquisitions
and margins. We will continue to adjust our opera-
Since 1995, WESCO has had a continuing program
tions and work to protect our low-cost position,
of selective acquisitions, and has acquired 25 com-
making systematic incremental cost reductions
panies that have contributed approximately $1.4 billion
as necessary.
in sales as estimated at the time of acquisition. Our
recent acquisitions were executed for the purposes
The actions we’ve taken in 2001 have made WESCO
of expanding our geographical presence and prod-
a stronger and more flexible company. We are well
uct/service capability in supporting electric and gas
positioned to serve our growing customer base and
utility companies as well as contractors who special-
to achieve improved profitability and increased value
ize in these market segments. In 2000, we completed
for shareholders as economic conditions improve.
acquisitions of a utility-focused distributor serving
We believe that the industries we serve are sound,
the Alabama, Georgia, and Tennessee market areas,
resilient, and poised to rebound, and we are confi-
and a specialty distributor primarily serving utilities
dent in the strength of our business model to create
and specialty contractors in the Western United
long-term customer relationships and substantial
States. In March 2001, we completed the acquisition
growth opportunities.
of Herning Enterprises, Inc., whose ten branch
locations serve utility and telecommunications For 2002, our priorities and action plans focus on the
contractors in Arizona, California, Utah, basics. We are a sales driven organization, and we
Washington, and other West Coast states. will continue to invest in initiatives that result in new
or expanded customer relationships. We will find
Even though the pace has slowed, acquisitions will
new and more effective ways to enhance produc-
continue to be part of WESCO’s long-term growth
tivity and improve our low operating cost position.
strategy. We anticipate improved opportunities to
And, we intend to generate positive cash flow and
increase penetration in key geographical markets
use the proceeds to reduce debt.
and selectively add to our product and service
capabilities as a result of current market conditions. With the continued support of our employees, our
customers and suppliers, and our shareholders, we
look forward to significant improvements in 2002,
and to a bright future ahead.
Roy W. Haley
Chairman and Chief Executive Officer
6 WESCO INTERNATIONAL, INC.
2001 Annual Report
9. Net Sales (in millions)
97 $2,595
98 $3,025
99 $3,424
00 $3,881
01 $3,658
1
EBITDA (in millions)
97 $91
98 $123
99 $145
00 $160
01 $126
Return on Invested Capital
97 10.7%
98 14.7%
99 15.1%
00 14.8%
01 12.0%
Income from operations plus depreciation, amortization,
1
restructuring charge and recapitalization costs
7
10. Financial Highlights
2001 2000 1999
Year Ended December 31
(in millions)
Net sales $ 3,658.0 $ 3,881.1 $ 3,423.9
Gross profit 643.5 684.1 616.6
Income from operations 95.3 125.4 125.0
Interest and other expenses 62.0 68.7 66.5
Income before income taxes and extraordinary item 33.3 56.7 58.5
EBITDA1 126.4 159.8 145.3
Working capital 188.6 229.8 199.0
Long-term debt (including current portion) 452.0 483.3 426.4
Stockholders’ equity 144.7 125.0 117.3
Income from operations plus depreciation, amortization, restructuring charge and recapitalization costs
1
8 WESCO INTERNATIONAL, INC.
2001 Annual Report
11. United States
Securities and Exchange Commission
Washington, D.C. 20549
Form 10-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001
or
[ X ] 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 25-1723342
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Commerce Court 15219
Four Station Square, Suite 700 (Zip Code)
Pittsburgh, Pennsylvania
(Address of principal executive offices)
(412) 454-2200
(Registrant’s telephone number, including area code)
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Class Name of Exchange on which registered
Common Stock, par value $.01 per share New York Stock Exchange
Securities Registered Pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements for at least
the past 90 days. Yes [ X ] No [ X ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information state-
ments incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ X ]
As of February 28, 2002, 40,237,162 shares of Common Stock, par value $.01 per share (“Common Stock”)
and 4,653,131 shares of Class B Common Stock, par value $.01 per share (“Class B Common Stock”) of the
registrant were outstanding. The registrant estimates that the aggregate market value of the voting shares
held by non-affiliates of the registrant was approximately $99.9 million based on the February 28, 2002
closing price on the New York Stock Exchange for such stock.
Documents Incorporated by Reference:
Part III of this Form 10-K incorporates by reference portions of the registrant’s Proxy Statement.
9
13. PART I
Item 1. Industry Overview
The electrical distribution industry serves customers
in a number of markets including the industrial, com-
Business
mercial, construction and utility markets. Electrical
In this Annual Report on Form 10-K, “WESCO” refers distributors, such as us, provide logistical and tech-
to WESCO International, Inc., and its subsidiaries nical services for customers by bundling together
and its predecessors unless the context otherwise a wide range of products typically required for the
requires. References to “we,” “us,” “our” and the construction and maintenance of electrical supply
“Company” refer to WESCO and its subsidiaries. networks, including wire, lighting, distribution and
Our subsidiaries include WESCO Distribution, Inc. control equipment and a wide variety of electrical
(“WESCO Distribution”) and WESCO Distribution supplies. This distribution channel enables customers
Canada, Inc. (“WESCO Canada”), both of which to efficiently access a broad range of products and
are wholly-owned by WESCO. has the capacity to deliver value-added services.
Customers are increasingly demanding that distri-
The Company butors provide a broader and more complex package
of services as they seek to outsource non-core
With sales of almost $3.7 billion in 2001, we are
functions and achieve documented cost savings in
a leading North American provider of electrical
purchasing, inventory and supply chain management.
construction products and electrical and industrial
maintenance, repair and operating supplies, com- Electrical Distribution. The U.S. electrical distribution
monly referred to as “MRO.” We are the second industry had sales of approximately $73 billion in
largest distributor in the estimated $73 billion 2001. While overall weakness in the current eco-
U.S. electrical distribution industry, and the largest nomic environment has contributed to recent sales
provider of integrated supply services. Our inte- declines, industry growth has averaged 6% per year
grated supply solutions and outsourcing services from 1985 to 2001. This expansion has been driven
are designed to fulfill a customer’s industrial MRO by general economic growth, increased use of elec-
procurement needs through a highly automated, trical products in businesses and industries, new
proprietary electronic procurement and inventory products and technologies, and customers who are
replenishment system. This allows our customers to seeking to more efficiently purchase a broad range
consolidate suppliers and reduce their procurement of products and services from a single point of con-
and operating costs. We have over 350 branches tact, thereby eliminating the costs and expenses of
and five distribution centers located in 48 states, purchasing directly from manufacturers or multiple
nine Canadian provinces, Puerto Rico, Mexico, sources. The U.S. electrical distribution industry
Guam, the United Kingdom, Nigeria, Singapore is also highly fragmented. The four national distri-
and Venezuela. We serve over 100,000 customers butors, including WESCO, account for less than 20%
worldwide, offering over 1,000,000 products from of estimated total industry sales.
over 24,000 suppliers. Our diverse customer base
includes a wide variety of industrial companies; Integrated Supply. The market for integrated supply
contractors for industrial, commercial and residen- services has more than doubled from $5 billion in
tial projects; utility companies; and commercial, 1997 to over $10 billion in 2000, an increase of 27%
institutional and governmental customers. Our lead- per year. Recent projections estimate that the inte-
ing market positions, extensive geographic reach, grated supply market will reach $18.4 billion by 2004.
broad product and service offerings and acquisition Growth is being driven by the desire of large indus-
program have enabled us to significantly increase trial companies to reduce operating expenses by
our net sales and improve our financial performance. implementing comprehensive third-party programs,
which outsource the cost-intensive procurement,
We have acquired 25 companies since August stocking and administrative functions associated
1995, representing annual sales of approximately with the purchase and consumption of MRO sup-
$1.4 billion. Our internal growth, combined with plies. For our customers, these costs can account
acquisitions, have increased our net sales and for over 50% of the total costs for MRO products
earnings before interest, taxes, depreciation, and services. The total potential in the United States
amortization and restructuring charges at com- for integrated supply services, measured as all pur-
pounded annual growth rates of 12% and 23%, chases of industrial MRO supplies and services, is
respectively, between 1994 and 2001. currently estimated to be approximately $260 billion.
11
14. Competitive Strengths Extensive Distribution Network. Our distribution
network consists of over 350 branches and five dis-
Market Leadership. Our ability to manage large
tribution centers located in 48 states, nine Canadian
construction projects and complex multi-site plant
provinces, Puerto Rico, Mexico, Guam, the United
maintenance programs and procurement projects
Kingdom, Nigeria and Singapore. This extensive
that require special sourcing, technical advice,
network, which would be extremely difficult and
logistical support and locally based service has
expensive to duplicate, allows us to:
enabled us to establish leadership positions in our
principal markets. We have utilized these skills to • maintain local customer service, technical
generate significant revenues in industries with support, and sales coverage;
intensive use of electrical and MRO products, • tailor branch products and services to local
including: electrical contracting, utilities, original customer needs;
equipment manufacturing, process manufacturing • offer multi-site distribution capabilities to
and other commercial, institutional and govern- large customers and national accounts; and
mental entities. We have also been able to extend
• provide same-day deliveries.
our position within these industries to expand
our customer base.
Low Cost Operator. Our competitive position has
been enhanced by our low cost position, which
Value-added Services. We are a leader in providing
is based on:
a wide range of services and procurement solutions
that draw on our product knowledge, supply and
• extensive use of automation and technology;
logistics expertise and systems capabilities, enabling
• centralization of functions such as purchasing
our customers to reduce supply chain costs and
and accounting;
improve efficiency. These programs include:
• strategically located distribution centers;
• National Accounts – we coordinate product • purchasing economies of scale; and
supply and materials management activities for
• incentive programs that increase productivity
MRO supplies for customers with multiple loca-
and encourage entrepreneurship.
tions who seek purchasing leverage through a
single electrical products provider;
Our low cost position enables us to generate a
• Integrated Supply – we design and implement
significant amount of cash flow as the capital invest-
programs that enable our customers to signifi-
cantly reduce the number of MRO suppliers they ment required to maintain our business is low. This
use through services that include highly auto- cash flow is available for debt reduction, strategic
mated, proprietary electronic procurement and acquisitions and continued investment in the growth
inventory replenishment systems and on-site
of the business.
materials management and logistics services; and
• Major Projects – we have a dedicated team of
Business Strategy
experienced construction management personnel
to service the needs of the top engineering and Our objective is to be the leading provider of
construction firms which specialize in major
electrical products and other MRO supplies and
projects such as airport expansions, stadiums
services to companies in North America and
and healthcare facilities.
selected international markets. In achieving this
leadership position, our goal is to grow earnings
Broad Product Offering. We provide our customers
at a faster rate than sales by focusing on margin
with a broad product selection consisting of over
enhancement and continuous productivity improve-
1,000,000 electrical, industrial and data communi-
ment. Our growth strategy leverages our existing
cations products sourced from over 24,000 suppliers.
strengths and focuses on developing new initiatives
Our broad product offering enables us to meet
and programs.
virtually all of a customer’s electrical product and
other MRO requirements.
12 WESCO INTERNATIONAL, INC.
2001 Form 10-K
15. Enhance our Leadership Position in Electrical Focus on Major Projects. We are increasing our
Distribution. We intend to leverage our extensive focus on large construction, renovation and
market presence and brand equity in the WESCO institutional projects. We seek to secure new
name to further our leadership position in electrical major projects contracts through:
distribution. We are focusing our sales and market-
• active national marketing of our demonstrated
ing on existing industries where we are expanding
project management capabilities;
our product and service offerings as well as target-
• further development of relationships with
ing new clients, both within industries we currently
leading regional and national contractors
serve and in new markets which provide significant
and engineering firms;
growth opportunities. Markets where we believe
• close coordination with national account
such opportunities exist include retail, education,
customers on their major project requirements; and
financial services and health care. We are the
• offering an integrated supply service approach
second largest electrical distributor in the United
to contractors for major projects.
States and, through our value-added products and
services, we believe we have become the industry
Extend Our Leadership Position in Integrated Supply.
leader in serving several important and growing
We are the largest provider of integrated supply
markets including:
services for MRO goods and services in the United
• industrial customers with large, complex plant States. We provide a full complement of outsourcing
maintenance operations, many of which require solutions, focusing on improving the supply chain
a national multi-site service solution for their
management process for our customers’ indirect
electrical distribution product needs;
purchases. Our integrated supply programs replace
• large contractors for major industrial and the traditional multi-vendor, resource-intensive pro-
commercial construction projects;
curement process with a single, outsourced, fully
• the electric utility industry; and automated process capable of managing all MRO
• manufacturers of factory-built homes, recreational and related service requirements. Our solutions
vehicles and other modular structures. range from timely product delivery to assuming full
responsibility for the entire procurement function.
Grow National Accounts Programs. From 1994 Our customers include some of the largest industrial
through 2001, revenue from our national accounts companies in the United States. We intend to expand
program increased in excess of 11% annually. We our leadership position as the largest integrated
will continue to invest in the expansion of this pro- supply service provider by:
gram. Through our national accounts program, we
• continuing to tailor our proven and profitable
coordinate electrical MRO procurement and pur-
business model to the scale and scope of our
chasing activities primarily for large industrial and
customers’ operations;
commercial companies across multiple locations.
• maximizing the use of our highly automated
We have well-established relationships with over
proprietary information systems;
300 companies, providing us with a recurring base
• leveraging established relationships with our
of revenue through multi-year agreements. Our
large industrial customer base, especially among
objective is to continue to increase revenue gener-
existing national account customers who could
ated through our national accounts program by: benefit from our integrated supply model; and
• being a low cost provider of integrated
• offering existing national account customers new
supply services.
products, more services and additional locations;
• extending certain established national account
We intend to utilize these competitive strengths
relationships to include integrated supply; and
to increase our integrated supply sales to both
• expanding our customer base by leveraging our
new and existing customers, including our existing
existing industry expertise in markets we currently
serve as well as entering into new markets. national account customers.
13
16. existing electrical sales force has been trained to
Gain Share in Key Local Markets. Significant
sell data communications products resulting in sig-
opportunities exist to gain local market share, since
nificant new data and electrical projects with large
many local markets are highly fragmented. We
commercial banks, schools and telecommunications
intend to increase our market share in key geo-
service providers. In addition, we have the platform
graphic markets through a combination of increased
to sell integrated lighting control and power distribu-
sales and marketing efforts at existing branches,
tion equipment in a single package for multi-site
acquisitions that expand our product and customer
specialty retailers, restaurant chains and department
base and new branch openings. We intend to
stores. These are strong growth markets where our
leverage our existing relationships with preferred
national accounts strategies and logistics infrastruc-
suppliers to increase sales of their products in local
ture provide significant benefits for our customers.
markets through various initiatives, including sales
promotions, cooperative marketing efforts, direct
Leverage our e-Commerce and Information System
participation by suppliers in national accounts imple-
Capabilities. We conduct a significant amount of
mentation, dedicated sales forces and product
business electronically. Our electronic transaction
exclusivity. To promote growth, we have instituted
management capabilities lower costs and shorten
a compensation system for branch managers that
cycle time in the supply chain process for us and
encourages our branch managers to increase sales
for our customers. We intend to continue to invest
and optimize business activities in their local mar-
in information technology to create more effective
kets, including managing the sales force, configuring
linkages with both customers and suppliers.
inventories, targeting potential customers for mar-
keting efforts and tailoring local service options.
Expand our International Operations. Our international
sales, the majority of which are in Canada, accounted
Pursue Strategic Acquisitions. Since 1995, we have
for approximately 11% of sales in 2001. We believe
considered over 300 potential acquisitions and have
that there is significant additional demand for our
completed and successfully integrated 25 acquisi-
products and services outside the United States and
tions, which represent annual sales of approximately
Canada. Many of our multinational domestic cus-
$1.4 billion. We believe that the highly fragmented
tomers are seeking distribution, integrated supply
nature of the electrical and industrial MRO distri-
and project management solutions globally. Our
bution industry will continue to provide us with
approach to international operations is consistent
acquisition opportunities. In our disciplined approach
with our domestic philosophy. We follow our estab-
toward acquisitions, potential acquisitions are
lished customers and pursue business that we
evaluated based on a variety of financial, strategic
believe utilizes and extends our existing capabilities.
and operational criteria, including their ability to:
This strategy of working through well-developed
• better serve our existing customers; customer and supplier relationships significantly
reduces risks and provides the opportunity to estab-
• offer expansion into key growth markets;
lish a profitable business. We have five locations in
• add new product or service capabilities;
Mexico, headquartered in Tlalnepantla that serve
• support new and existing national accounts;
all of metropolitan Mexico City and the Federal
• strengthen relationships with important District and the states of Mexico, Morelos and
manufacturers; and
Hidalgo. We continue to pursue growth opportunities
• meet well-defined financial criteria including in existing locations such as Aberdeen, Scotland and
return on investment and earnings accretion. London, England, which support our sales efforts
in Europe and the former Soviet Union. We have an
Expand Product and Service Offerings. We continue operation in Nigeria to serve West Africa, an office
to build on our demonstrated ability to introduce new in Caracas, Venezuela to serve the Northern portion
products and services to meet existing customer of South America, and an office in Singapore to
demands and capitalize on new market opportuni- support our sales to customers in Asia. We are
ties. As the market for data and electrical products working toward forming strategic alliances in critical
converge, we have integrated our data communica- markets, where appropriate.
tions efforts into our core electrical business. Our
14 WESCO INTERNATIONAL, INC.
2001 Form 10-K
17. Acquisition and Integration Program Products and Services
Our strategic acquisition program has been an Products
important element in our objective to be the leader in Our network of branches and distribution centers
the markets we serve. We have completed 25 acqui- stock over 215,000 product stock keeping units
sitions since August 1995, representing total annual (“SKUs”). Each branch tailors its inventory to meet
sales of approximately $1.4 billion. Our philosophy the needs of the customers in its local market, typi-
toward growth includes a continuous evaluation to cally stocking approximately 4,000 to 8,000 SKUs. Our
determine whether a particular opportunity, capabili- integrated supply business allows our customers to
ty or customer need is best developed internally or access over 1,000,000 products for direct shipment.
purchased through a strategic acquisition. We have
Representative products that we sell include:
a business development department that consists of
a small team of professionals who locate, evaluate
• Electrical Supplies. Fuses, terminals, connectors,
and negotiate all aspects of any acquisition, with
boxes, fittings, tools, lugs, tape and other
particular emphasis on compatibility of management
MRO supplies.
philosophy and strategic fit. We believe that the
• Industrial Supplies. Cutting and other tools,
highly fragmented nature of the electrical distribution
abrasives, filters and safety equipment.
industry will continue to provide us with acquisition
• Distribution. Circuit breakers, transformers,
opportunities. We will continue to utilize our strong
switchboards, panelboards and busway.
internal capabilities to selectively evaluate the
• Lighting. Lamps, fixtures and ballasts.
strategic and financial benefits from potential acqui-
sitions that complement our customers’ overall • Wire and Conduit. Wire, cable, metallic
and non-metallic conduit.
supply needs, including those in the electrical distri-
bution, integrated supply and other non-electrical • Control, Automation and Motors. Motor control
devices, drives, programmable logic controllers,
distribution industries. The Company expects that
pushbuttons and operator interfaces.
future acquisitions will be financed out of available
internally generated funds, additional debt and the • Data Communications. Premise wiring, patch
panels, terminals and connectors.
issuance of equity securities. However, our ability
to make acquisitions will be subject to our compli-
ance with certain conditions under the terms of our We purchase products from a diverse group of over
new revolving credit facility. See Part II, Item 7. – 24,000 suppliers. In 2001, our ten largest suppliers
“Management’s Discussion and Analysis of Financial accounted for approximately 34% of our purchases.
Condition and Results of Operations – Liquidity and The largest of these was Eaton Corporation, through
Capital Resources” for a further description of the its Cutler-Hammer division, accounting for approxi-
new revolving credit facility. mately 14% of total purchases. No other supplier
accounted for more than 5% of total purchases.
WESCO Acquisition History
Our supplier relationships are important to us,
Branch Annual
providing access to a wide range of products,
Year Acquisitions Locations Sales 1
technical training and sales and marketing support.
(Dollars in millions)
We have preferred supplier agreements with
1995 2 2 $ 47
approximately 150 of our suppliers and purchase
1996 7 67 418
approximately 65% of our stock inventory pursuant
1997 2 9 52
to these agreements. Consistent with industry
1998 6 21 608
practice, most of our agreements with suppliers,
1999 4 5 70
including both distribution agreements and preferred
2000 3 17 92
supplier agreements, are terminable by either party
2001 1 10 112
on 60 days’ notice or less.
Total 25 131 $ 1,399
Represents our estimate of annual sales of acquired businesses
1
at the time of acquisition, based on our review of internal and/or
audited statements of the acquired business.
15
18. Services lower administrative expenses. Our solutions range
In conjunction with product sales, we offer customers from just-in-time fulfillment to assuming full respon-
a wide range of services and procurement solutions sibility for the entire procurement function for all
that draw on our product and supply management indirect purchases. We believe that customers will
expertise and systems capabilities. These services increasingly seek to utilize us as an “integrator,”
include national accounts programs, integrated responsible for selecting and managing the supply
supply programs and major project programs. We of a wide range of MRO and OEM products.
are responding to the needs of our customers,
Major projects. We have a major projects group,
particularly those in processing and manufacturing
comprised of our most experienced construction
industries. To more efficiently manage the MRO
management personnel, which focuses on serving
process on behalf of our customers, we offer a
the complex needs of North America’s largest
range of supply management services, including:
engineering and construction firms and the top 50
• outsourcing of the entire MRO purchasing process; U.S. electrical contractors on a multi-regional basis.
These contractors typically specialize in building
• providing technical support for manufacturing
process improvements using state-of-the-art industrial sites, water treatment plants, airport
automated solutions; expansions, healthcare facilities, correctional
institutions and new sports stadiums.
• implementing inventory optimization programs;
• participating in joint cost savings teams;
Markets and Customers
• assigning our employees as on-site
support personnel; We have a large base of approximately 100,000
• recommending energy-efficient product customers diversified across our principal markets.
upgrades; and While two customers each accounted for almost
• offering safety and product training for 3% of 2001 sales, no other customer accounted for
customer employees. more than 2% of 2001 sales.
Industrial customers. Sales to industrial customers,
National accounts programs. The typical national
which include numerous manufacturing and process
account customer is a Fortune 500 industrial company,
industries, and original equipment manufacturers
a large utility or other major customer, in each
(“OEMs”) accounted for approximately 42% of our
case with multiple locations. Our national accounts
sales in 2001.
programs are designed to provide customers with
total supply chain cost reductions by coordinating
MRO products are needed to maintain and upgrade
purchasing activity for MRO supplies across multiple
the electrical and communications networks at all
locations. Comprehensive implementation plans
industrial sites. Expenditures are greatest in the
establish jointly managed teams at the local and
heavy process industries, such as food processing,
national level to prioritize activities, identify key
pulp and paper and petrochemical. Typically, electri-
performance measures and track progress against
cal MRO is the first or second ranked product
objectives. We involve our preferred suppliers early
category by purchase value for total MRO require-
in the implementation process, where they can
ments for an industrial site. Other MRO product
contribute expertise and product knowledge to
categories include, among others, lubricants, pipe,
accelerate program implementation and the achieve-
valves and fittings, fasteners, cutting tools and
ment of cost savings and process improvements.
power transmission products.
Integrated supply programs. Our integrated supply
OEM customers incorporate electrical components
programs offer customers a variety of services to
and assemblies into their own products. OEMs
support their objectives for improved supply chain
typically require a reliable, high volume supply of
management. We integrate our personnel, product
a narrow range of electrical items. Customers in this
and distribution expertise, electronic technologies
segment are particularly service and price sensitive
and service capabilities with the customer’s own
due to the volume and the critical nature of the
internal resources to meet particular service
product used, and they also expect value-added
requirements. Each integrated supply program is
services such as design and technical support,
uniquely configured to deliver a significant reduction
just-in-time supply and electronic commerce.
in the number of MRO suppliers, reduce total pro-
curement costs, improve operating controls and
16 WESCO INTERNATIONAL, INC.
2001 Form 10-K
19. Electrical contractors. Sales to electrical contractors Distribution centers. To support our branch network,
accounted for approximately 35% of our sales in we have five distribution centers located in the
2001. These customers range from large contractors United States and Canada, including facilities located
for major industrial and commercial projects, the near Pittsburgh, Pennsylvania, serving the Northeast
customer types we principally serve, to small resi- and Midwest United States; near Reno, Nevada,
dential contractors, which represent a small portion serving the Western United States; near Memphis,
of our sales. Electrical products purchased by Tennessee, serving the Southeast and Central United
electrical sub-contractors typically account for States; near Montreal, Quebec, serving Eastern
approximately 40% to 50% of their installed project and Central Canada; and near Vancouver, British
cost, and, therefore, accurate cost estimates and Columbia, serving Western Canada.
competitive material costs are critical to a contrac-
Our distribution centers add value for our branches
tor’s success in obtaining profitable projects.
and customers through the combination of a broad
Utilities. Sales to utilities accounted for approximately and deep selection of inventory, on-line ordering,
17% of our sales in 2001. This market includes large same day shipment and central order handling and
investor-owned utilities, rural electric cooperatives fulfillment. Our distribution center network reduces
and municipal power authorities. We provide our the lead-time and improves the reliability of our sup-
utility customers with power line products and an ply chain, giving us a distinct competitive advantage
extensive range of supplies to meet their MRO and in customer service. Additionally, the distribution
capital projects needs. Full materials management centers reduce the time and cost of supply chain
and procurement outsourcing arrangements are activities through automated replenishment and
also important in this market as cost pressures and warehouse management systems, and economies
deregulation cause utility customers to streamline of scale in purchasing, inventory management,
purchasing and inventory control practices. administration and transportation.
Commercial, institutional and governmental
Sales Organization
customers (“CIG”). Sales to CIG customers accounted
General sales force. Our general sales force is
for approximately 6% of our sales in 2001. This frag-
based at the local branches and comprises approxi-
mented market includes schools, hospitals, property
mately 2,200 of our employees, almost half of
management firms, retailers and government agen-
whom are outside sales representatives and the
cies of all types. Through our WR Controls Division,
remainder are inside sales personnel. Outside sales
we have a platform to sell integrated lighting control
representatives are paid under a compensation
and distribution equipment in a single package for
structure which is heavily weighted towards com-
multi-site specialty retailers, restaurant chains and
missions. They are responsible for making direct
department stores.
customer calls, performing on-site technical support,
generating new customer relations and developing
Distribution Network existing territories. The inside sales force is a key
Branch network. We have over 350 branches, of point of contact for responding to routine customer
which approximately 290 are located in the United inquiries such as price and availability requests
States, approximately 50 are located in Canada and and for entering and tracking orders.
the remainder are located in Puerto Rico, Mexico,
Guam, the United Kingdom, Nigeria, Singapore National accounts. Our national accounts sales
and Venezuela. Over the last three years, we have force is comprised of an experienced group of sales
opened approximately seven branches per year, executives who negotiate and administer contracts,
principally to service national account customers. In coordinate branch participation and identify sales
addition to consolidations in connection with acquisi- and service opportunities. National accounts man-
tions, we occasionally close or consolidate existing agers’ efforts are aligned by targeted customer
branch locations to improve operating efficiency. industries, including automotive, pulp and paper,
petrochemical, steel, mining and food processing.
17
20. Data communications. Sales of premise cable, International Operations
connectors, hardware, network electronics and
To serve the Canadian market, we operate a network
outside plant products are generated by our general
of approximately 50 branches in nine provinces.
sales force and a dedicated group of outside and
Branch operations are supported by two distribution
inside data communications sales representatives.
centers located near Montreal and Vancouver.
They are supported by a centralized customer
With sales of approximately US$311 million, Canada
service center and additional resources in product
represented 8.5% of our total sales in 2001. The
management, purchasing, inventory control and
Canadian market for electrical distribution is con-
sales management.
siderably smaller than the U.S. market, with roughly
US$3.0 billion in total sales in 2001, according to
Major projects. Since 1995 our group of experienced
industry sources.
sales managers have targeted, on a national basis,
the market for large construction projects with elec-
We also have five locations in Mexico, headquartered
trical material valued in excess of $1 million. Through
in Tlalnepantla, that serve all of metropolitan Mexico
the major projects group, we can meet the needs of
City and the Federal District and the states of Mexico,
contractors for complex construction projects such
Morelos and Hidalgo.
as new sports stadiums, industrial sites, water treat-
ment plants, airport expansions, healthcare facilities We sell internationally through domestic export
and correctional institutions. sales offices located within North America and sales
offices in international locations. WESCO operations
e-Commerce. We established our initial electronic
are in Aberdeen, Scotland and London, England to
catalog on the Internet in 1996. Since that time, we
support sales efforts in Europe and the former Soviet
have worked with a variety of large customers to
Union. We have an operation in Nigeria to serve
establish customized electronic catalogs for their use
West Africa, an office in Caracas, Venezuela to
in internal systems. Additionally, in 1999 we began a
serve the Northern portion of South America, and
process of providing electronic catalogs to multiple
an office in Singapore to support our sales in Asia.
e-commerce service providers, trade exchanges and
All of the international locations have been estab-
industry specific electronic commerce portals. Our
lished to primarily serve WESCO’s growing list of
e-business strategy is to serve existing customers by
customers with global operations referenced under
tailoring our catalog and Internet-based procurement
National Accounts above.
applications to their internal systems or through their
preferred technology and trading exchange partner-
Management Information Systems
ships. We lead our industry in rapid e-implementation
to customers’ procurement systems and provide Our corporate information system, WESNET, provides
integrated procurement functionality using “punch- processing for a full range of our business operations,
out” technology, a direct system to system link such as customer service, inventory and logistics
with our customers. management, accounting and administrative support.
The system utilizes decision support, executive infor-
We continue to enhance “WESCOExpress,” a new mation system analysis and retrieval capabilities to
direct ship fulfillment operation, responsible for provide extensive operational analysis and detailed
supporting smaller customers and select national income statement and balance sheet variance and
account locations. Customers can order over trend reporting at the branch level. The system
65,000 electrical and data communications products also provides activity-based costing capabilities for
stocked in our warehouses through a centralized analyzing profitability by customer, sales represen-
customer service center or over the Internet on tative and shipment type. Sales and margin trends
WESCOdirect.com. We use a proactive telesales and variances can be analyzed by branch, customer,
approach utilizing catalogs, direct mail, e-mail and product category, supplier or account representative.
personal phone selling to provide a high level of
customer service. In support of this initiative, we The WESNET system operates as a distributed
recently introduced the WESCO Electrical Buyers network of fully functional operating units, and every
Guide™, a comprehensive electrical catalog branch (other than our Bruckner Integrated Supply
containing over 24,000 products from the top Division and certain newly acquired branches)
150 manufacturers in the electrical industry. utilizes its own computer system to support local
business activities. All branch operations are
18 WESCO INTERNATIONAL, INC.
2001 Form 10-K
21. linked through a wide area network to centralized Employees
information on inventory status in our distribution
As of December 31, 2001, we had approximately
centers as well as other branches and an increasing
5,700 employees worldwide, of which approximately
number of on-line suppliers. Recent advances in
5,000 were located in the United States and approxi-
WESNET capabilities make it possible to consolidate
mately 700 in Canada and our other international
administrative and procurement functions, and bring
locations. Less than 5% of our employees are repre-
systematic improvement through new pricing systems
sented by unions. We believe our labor relations are
and controls.
generally good.
We routinely process customer orders, shipping
Intellectual Property
notices, suppliers’ purchase orders, and funds trans-
fer via EDI transactions with our trading partners. Our trade and service marks, including “WESCO,”
Our e-Commerce strategy calls for more effective “the extra effort people ®” and the running man
linkages to both customers and suppliers through design, are filed in the U.S. Patent and Trademark
greater use of technological advances, including Office, the Canadian Trademark Office and the
Internet and electronic catalogs, enhanced EDI and Mexican Instituto de la Propriedad Industrial.
other innovative improvements.
Environmental Matters
Our integrated supply services are supported by our
proprietary procurement and inventory management Our facilities and operations are subject to federal,
systems. These systems provide a fully integrated, state and local laws and regulations relating to envi-
flexible supply chain platform that currently handles ronmental protection and human health and safety.
over 95% of our integrated supply customers’ trans- Some of these laws and regulations may impose strict,
actions electronically. Our configuration options joint and several liability on certain persons for the
for a customer range from on-line linkages to the cost of investigation or remediation of contaminated
customer’s business and purchasing systems, to properties. These persons may include former, current
total replacement of a customer’s procurement and or future owners or operators of properties, and
inventory management system for MRO supplies. persons who arranged for the disposal of hazardous
substances. Our owned and leased real property may
Competition give rise to such investigation, remediation and moni-
toring liabilities under environmental laws. In addition,
We operate in a highly competitive industry. We
anyone disposing of certain products we distribute,
compete directly with national, regional and local
such as ballasts, fluorescent lighting and batteries,
providers of electrical and other industrial MRO sup-
must comply with environmental laws that regulate
plies. Competition is primarily focused on the local
certain materials in these products.
service area, and is generally based on product line
breadth, product availability, service capabilities We believe that we are in compliance with all
and price. Another source of competition is buying material respects with applicable environmental
groups formed by smaller distributors to increase laws. As a result, we will not make significant
purchasing power and provide some cooperative capital expenditures for environmental control mat-
marketing capability. While increased buying power ters either in the current year or in the near future.
may improve the competitive position of buying
groups locally, we believe these groups have not
Forward Looking Information
been able to compete effectively with us for national
account customers due to the difficulty in coordinat- This Annual Report on Form 10-K contains various
ing a diverse ownership group. During 1999 and 2000 “forward looking statements” within the meaning
numerous special purpose Internet-based procure- of the Private Securities Litigation Reform Act of
ment service companies, auction businesses, and 1995. These statements involve certain unknown
trade exchanges were organized. Many of them risks and uncertainties, including, among others,
targeted industrial MRO and contractor customers those contained in Item 1, “Business” and Item 7,
of the type served by WESCO. We responded with “Management’s Discussion and Analysis of Financial
our own e-Commerce capabilities and as of year-end Condition and Results of Operations.” When used
2000, business losses, if any, to competitors of this in this Annual Report on Form 10-K, the words
type were minimal. We expect that numerous new
competitors will develop over time as Internet-based
enterprises become more established and refine
their service capabilities.
19
22. Our debt service obligations have important
“anticipates,” “plans,” “believes,” “estimates,”
consequences, including the following:
“intends,” “expects,” “projects” and similar expres-
sions may identify forward looking statements,
• a substantial portion of cash flow from our operations
although not all forward looking statements contain
will be dedicated to the payment of principal and
such words. Such statements, including, but not
interest on our indebtedness, thereby reducing the
limited to, our statements regarding business stra- funds available for operations, future business
tegy, growth strategy, productivity and profitability opportunities and acquisitions and other purposes
enhancement, competition, new product and service and increasing our vulnerability to adverse general
economic and industry conditions;
introductions and liquidity and capital resources
are based on management’s beliefs, as well as on • our ability to obtain additional financing in the
assumptions made by, and information currently future may be limited;
available to, management, and involve various risks • approximately $169 million of our indebtedness
and uncertainties, some of which are beyond our is at variable rates of interest, which will make
control. Our actual results could differ materially us vulnerable to increases in interest rates;
from those expressed in any forward looking state- • we will be substantially more leveraged than
ment made by or on our behalf. In light of these risks certain of our competitors, which might place
us at a competitive disadvantage; and
and uncertainties, there can be no assurance that
the forward looking information will in fact prove • we may be hindered in our ability to adjust
to be accurate. We have undertaken no obligation rapidly to changing market conditions.
to publicly update or revise any forward looking
statements, whether as a result of new information, Our ability to make scheduled payments of the
future events or otherwise. principal of, or to pay interest on, or to refinance
our indebtedness and to make scheduled payments
Important factors that could cause actual results to under our operating leases or to fund planned capital
differ materially from the forward looking statements expenditures or finance acquisitions will depend on
we make are described below. All forward looking our future performance, which to a certain extent is
statements attributable to us or persons working on subject to economic, financial, competitive and other
our behalf are expressly qualified by the following factors beyond our control. There can be no assurance
cautionary statements: that our business will continue to generate sufficient
cash flow from operations in the future to service
Our substantial amount of debt requires substantial
our debt, make necessary capital expenditures or
debt service obligations that could adversely affect
meet other cash needs. If unable to do so, we may
our ability to fulfill our obligations and could limit our
be required to refinance all or a portion of our existing
growth and impose restrictions on our business.
debt, to sell assets or to obtain additional financing.
There can be no assurance that any such refinancing
We are and will continue to be significantly leveraged.
or that any such sale of assets or additional financing
As of December 31, 2001, we had $452.0 million of
would be possible on terms reasonably favorable
consolidated indebtedness and stockholders’ equity
to us. See Part II, Item 7. – “Management’s Discussion
of $144.7 million. We and our subsidiaries may incur
and Analysis of Financial Condition and Results of
additional indebtedness in the future, subject to
Operations – Liquidity and Capital Resources.”
certain limitations contained in the instruments
governing our indebtedness. Accordingly, we will
Restrictive debt covenants contained in our
have significant debt service obligations. These
revolving credit facility and the indenture to our
amounts exclude WESCO’s accounts receivable
senior subordinated notes could limit our ability
securitization program, through which WESCO sells
to take certain actions.
accounts receivable to a third party conduit and
removes these receivables from its consolidated The revolving credit facility and the indenture contain
balance sheet. See Part II, Item 7. – “Management’s numerous financial and operating covenants that
Discussion and Analysis of Financial Condition and will limit the discretion of our management with
Results of Operation – Critical Accounting Policies.” respect to certain business matters. These covenants
place significant restrictions on the ability of us
and our subsidiaries.
20 WESCO INTERNATIONAL, INC.
2001 Form 10-K
