8-K

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): December 13, 2017

WESCO International, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	001-14989 (Commission File Number)	25-1723342 (IRS Employer Identification No.)
225 West Station Square Drive Suite 700 Pittsburgh, Pennsylvania (Address of principal executive offices)		15219 (Zip Code)

(412) 454-2200

(Registrant's telephone number, including area code)

Not applicable.

(Former name or former address, if changed since last report) 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 o

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. o

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.

On December 13, 2017, WESCO International, Inc. (the “Company”) issued a Press Release reaffirming its 2017 outlook, providing its 2018 outlook, and announcing a new share repurchase program. A copy of the Press Release is attached hereto as Exhibit 99.1.

On December 13, 2017, members of senior management of the Company will deliver a presentation on its outlook for 2018. The presentation will include a written communication comprised of slides and will be accessible on the Company’s website via webcast. The slides from the presentation are attached hereto as Exhibit 99.2.

Item 8.01. Other Events.

On December 7, 2017, the Board of Directors of the Company (the “Board”) approved the repurchase of up to $300 million of the Company’s common stock through December 31, 2020. The number, price, structure and timing of the repurchases, if any, will be at the Company’s sole discretion, and future repurchases will be evaluated by the Company depending on market conditions, liquidity and other factors. The Board may suspend, modify or terminate this repurchase program at any time without prior notice.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits

99.1    Press Release issued by WESCO International, Inc., dated December 13, 2017.

99.2    Slide presentation for investors.

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.

By:	/s/ David S. Schulz
	David S. Schulz
	Senior Vice President and Chief Financial Officer

Dated: December 13, 2017

EX-99.1

	NEWS RELEASE
	WESCO International, Inc. / Suite 700, 225 West Station Square Drive / Pittsburgh, PA 15219

WESCO International, Inc. Reaffirms 2017 Outlook, Renews Share Repurchase Program, and Provides 2018 Outlook

Highlights:

• Sales, diluted EPS, and free cash outlook reaffirmed for 2017

• 2018 outlook

– Sales growth of 3 to 6%

– Diluted EPS of $4.05 to $4.55

– Free cash flow of at least 90% of net income

PITTSBURGH, Dec. 13, 2017 /PRNewswire/ -- WESCO International, Inc. (NYSE: WCC) reaffirms its 2017 outlook, announces a new share repurchase authorization to replace the existing authorization expiring at the end of 2017, and provides its 2018 outlook.

Mr. John J. Engel, WESCO's Chairman, President and CEO, commented, "We are pleased with the continued positive momentum in our business in the fourth quarter and our return to sales growth this year. We reaffirm our full year 2017 outlook of 3% to 4% sales growth, diluted EPS of $3.75 to $3.95, and free cash flow generation of at least 90% of net income."

Mr. Engel continued, "We expect favorable conditions and positive growth in our end markets to continue in 2018.  Our outlook includes above-market performance, execution of our profitable growth initiatives, investments in our people and processes, and maintaining our cost and cash management discipline.  As a result, we expect sales growth in the range of 3% to 6%, EPS of $4.05 to $4.55 per diluted share, and free cash flow generation of at least 90% of net income in 2018.  In addition, we believe we are well-positioned to benefit from the U.S. tax reform proposals now being considered by Congress; however, this benefit has not been reflected in our outlook.

We remain focused on delivering above-market sales growth, improving profitability, generating strong cash flow, and increasing shareholder value.  The free cash flow generation capability of our business supports continued investment in our differentiated, services-oriented business model and One WESCO growth initiatives, including acquisitions, while providing us with the ability to return capital to our shareholders. Our efforts remain centered on providing excellent customer service and delivering value to our customers’ operations and supply chains by providing comprehensive product and service solutions that meet their capital project, MRO and OEM needs."

Dave Schulz, WESCO's Senior Vice President and Chief Financial Officer, added, "The new share repurchase authorization of up to $300 million over the next three years demonstrates confidence in our long-term growth outlook and in our ability to continue to generate strong and consistent free cash flow."

The Company may utilize various methods to effect repurchases of its common stock under the repurchase program, which could include open market repurchases, negotiated block transactions, accelerated share repurchases or open market solicitations for shares, some of which may be effected through Rule 10b5-1 plans. The amount and timing of any repurchases will depend upon several factors, including market and business conditions, and the share repurchase program may be discontinued at any time.

WESCO will discuss its 2018 outlook during its investor conference call today starting at 11:00 a.m. ET.  The Company has posted a presentation to accompany today's call on its Investor Website (http://wesco.investorroom.com).

The call will be available via the conference dial-in below, as well as a live audio webcast that can be accessed by clicking on the microphone icon on WESCO's Investor Relations home page at www.wesco.investorroom.com.

To participate, please dial 1-877-443-5356 (Domestic), 1-855-669-9657 (Canada) or 1-412-902-6614 (International) a few minutes before the 11:00 a.m. ET start.  Please mention to the operator that you are dialing in for the WESCO conference call.  The live webcast of the investor call and the related presentation materials will be available through the "Investor Relations" section of WESCO's Investor Website (http://wesco.investorroom.com).

Investors can access a replay of the conference call from 2:00 p.m. ET on December 13, 2017 to December 19, 2017 by dialing 1-877-344-7529 (Domestic), 1-855-669-9658 (Canada), or 1-412-317-0088 (International) and using the Replay Access Code 10114443.

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About WESCO

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 manufacturers (OEM) products, construction materials, and advanced supply chain management and logistic services. 2016 annual sales were approximately $7.3 billion. The company employs approximately 9,000 people, maintains relationships with over 25,000 suppliers, and serves approximately 75,000 active customers worldwide. Customers include commercial and industrial businesses, contractors, government agencies, institutions, telecommunications providers, and utilities. WESCO operates 10 fully automated distribution centers and approximately 500 full-service 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.

Forward-Looking Information

All statements made herein that are not historical facts should be considered as “forward-looking statements” within the meaning of the Private Securities Litigation Act of 1995.  Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially. Such risks, uncertainties and other factors include, but are not limited to: adverse economic conditions; disruptions in operations or information technology systems; supply chain disruptions, changes in supplier strategy or loss of key suppliers; product or other cost fluctuations; expansion of business activities; personnel turnover or labor cost increases; tax law changes or challenges to tax matters; increase in competition; risks related to acquisitions, including the integration of acquired businesses; exchange rate fluctuations; legal or regulatory matters; litigation, disputes, contingencies or claims; debt levels, terms, financial market conditions or interest rate fluctuations; goodwill or intangible asset impairment; stock market, economic or political instability; and other factors described in detail in the Form 10-K for WESCO International, Inc. for the year ended December 31, 2016 and any subsequent filings with the Securities & Exchange Commission. The following presentation includes a discussion of certain non-GAAP financial measures. Information required by Regulation G with respect to such non-GAAP financial measures can be found in the appendix and obtained via WESCO’s website, www.wesco.com.

Non-GAAP Financial Measures

This press release includes free cash flow, which is a non-GAAP financial measure of liquidity. Capital expenditures are deducted from operating activities to determine free cash flow. Free cash flow is available to fund other investing and financing activities.

Contact: Mary Ann Bell, Vice President, Investor Relations

WESCO International, Inc. (412) 454-2200, Fax: (412) 222-7566

http://www.wesco.com

EX-99.2

Webcast Presentation – December 13, 2017 2018 Outlook

2 Safe Harbor Statement All statements made herein that are not historical facts should be considered as “forward-looking statements” within the meaning of the Private Securities Litigation Act of 1995. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially. Such risks, uncertainties and other factors include, but are not limited to: adverse economic conditions; disruptions in operations or information technology systems; supply chain disruptions, changes in supplier strategy or loss of key suppliers; product or other cost fluctuations; expansion of business activities; personnel turnover or labor cost increases; tax law changes or challenges to tax matters; increase in competition; risks related to acquisitions, including the integration of acquired businesses; exchange rate fluctuations; legal or regulatory matters; litigation, disputes, contingencies or claims; debt levels, terms, financial market conditions or interest rate fluctuations; goodwill or intangible asset impairment; stock market, economic or political instability; and other factors described in detail in the Form 10-K for WESCO International, Inc. for the year ended December 31, 2016 and any subsequent filings with the Securities & Exchange Commission. The following presentation includes a discussion of certain non- GAAP financial measures. Information required by Regulation G with respect to such non-GAAP financial measures can be found in the appendix and obtained via WESCO’s website, www.wesco.com.

3 2018 Priorities • Outperform the end markets − Execute One WESCO sales growth initiatives − Maintain focus on sales execution and effectiveness − Differentiate via value-added services − Capitalize on growth markets − Make accretive acquisitions • Sustain and expand operating margin − Execute pricing and sourcing initiatives − Increase focus and awareness on the value of our services − Deliver productivity through operational excellence initiatives • Maintain strong free cash flow generation and flexible capital structure − Execute against capital deployment priorities …outperform the market while maintaining cost and cash management discipline

4 Improving Flat Declining (10.2%) 1.2% 6.0% 11.2% FY 2016 Q1 2017 Q2 2017 Q3 2017 Organic Sales Growth versus Prior Year 42% Key Market Indicators U.S. industrial production Institute for Supply Management (ISM) indicators Capacity utilization Canadian industrial production • Global Accounts • Integrated Supply • OEM • General Industrial WESCO Industrial Sales 37% YTD Q3 2017 6.1% See Appendix for non-GAAP reconciliations. Industrial End Market 2018 end market outlook: LSD to MSD sales increase

5 (2.2%) (3.6%) (4.4%) 6.0% FY 2016 Q1 2017 Q2 2017 Q3 2017 Key Market Indicators Architectural Billings Index Capital goods orders growth U.S. construction starts and put in place Canadian non-residential construction • Non-residential • Contractors 33% YTD Q3 2017 (0.6%) Construction End Market 2018 end market outlook: Flat to MSD sales increase Organic Sales Growth versus Prior Year WESCO Construction Sales Improving Flat Declining See Appendix for non-GAAP reconciliations.

6 0.5% (4.5%) (4.4%) 8.6% FY 2016 Q1 2017 Q2 2017 Q3 2017 42% Key Market Indicators Distribution grid maintenance and upgrades Generation MRO, upgrades, and expansions Transmission line infrastructure build-out Residential and non-residential construction starts • Investor Owned • Public Power • Utility Contractors 15% YTD Q3 2017 (0.1%) Utility End Market 2018 end market outlook: Flat to LSD sales increase Organic Sales Growth versus Prior Year WESCO Utility Sales Improving Flat Declining See Appendix for non-GAAP reconciliations.

7 (1.7%) (2.0%) 7.4% 9.0% FY 2016 Q1 2017 Q2 2017 Q3 2017 Key Market Indicators Government spending Communications and security upgrades Education, healthcare and financial • Commercial • Institutional • Government 15% YTD Q3 2017 4.9% CIG End Market 2018 end market outlook: LSD to MSD sales increase Organic Sales Growth versus Prior Year WESCO CIG Sales Improving Flat Declining See Appendix for non-GAAP reconciliations.

8 2018 Sales Outlook Sales Outlook End Market: Range Industrial LSD to MSD Construction Flat to MSD Utility Flat to LSD CIG LSD to MSD End Market Sales Growth 1% to 5% Market Outperformance ~1% Foreign Exchange slightly favorable Consolidated WESCO 3% to 6% Excludes future acquisitions. May not add due to rounding. …expecting higher growth vs prior year in the first half

9 2018 Sales Outlook by Geography U.S. Canada International LSD to MSD growth LSD to MSD growth Flat …expecting solid U.S. and Canadian growth Sales Outlook Excludes future acquisitions.

10 Range 2017 Operating Margin Outlook 4.1% to 4.3% Expected margin improvement • Operating leverage • Favorable business mix • Improved pricing +30 to 50 bps Subtotal Fully restore variable compensation 4.4% to 4.8% (20 bps) 2018 Operating Margin Outlook 4.2% to 4.6% 2018 Operating Margin Outlook …outlook delivers >50% pull-through before restoring variable compensation May not add due to rounding.

11 3.80 ~3.75 ~4.05 2016 2017E 2018E 2018 Financial Outlook Sales ($B) Diluted EPS(1) ($) ~4.55 4.5% ~4.1% ~4.2% 2016 2017E 2018E Operating Margin (%) Sales +3% to 6% Effective tax rate ~28% Diluted shares outstanding ~47.5M 7.3 ~7.6 ~7.8 2016 2017E 2018E ~8.1 ~4.6% ~4.3% ~3.95 Margin improvement Variable compensation restoration +30 to 50 bps (20) bps …sales and margin improvement are expected to drive double-digit EPS growth (1) Earnings per diluted share in 2016 was $2.10, based on 48.3 million diluted shares. Adjusted earnings per diluted share for 2016 was $3.80, which excludes the third quarter 2016 loss per diluted share of approximately $1.70 resulting from the redemption of the Company’s 6.0% Convertible Senior Debentures due 2029. Outlook excludes impacts from proposed U.S. tax reform.

12 1.5 2 2.5 3 3.5 4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Cash Generation and Leverage (1) See Appendix for non-GAAP reconciliations. (2) Excludes the third quarter 2016 loss of $123.9M and related income tax benefit of $41.2M resulting from the redemption of the Company’s 6.0% Convertible Senior Debentures due 2029. 125% 154% ~90% Free Cash Flow(1) as a Percentage of Adjusted Net Income(2) Leverage (Total Debt to TTM EBITDA)(1) ~$1B of free cash flow over last 4 years Target Leverage 2.0x – 3.5x 3.7X 2015 2016 2017 …expecting 2018 free cash flow of at least 90% of net income 2015 2016 2017E

13 Effective Capital Allocation Added New Share Repurchase Program • Up to $300M through end of 2020 • Replaces previous $300M authorization expiring in 2017 − utilized $250M through Q3 2017 • Authorization will enable WESCO to: − offset dilution from annual equity awards − make opportunistic purchases …maintaining fiscal discipline while funding sales and EPS growth Consistent Cash Deployment Priorities • Support organic growth • Fund accretive acquisitions • Manage financial leverage • Repurchase shares

14 Consistent Long-Term Growth Algorithm • Market growth • 1% to 2% from market outperformance • 1% to 3% from acquisitions • ~50% operating profit pull- through − gross margin improvement − operating cost leverage • ~30% effective tax rate under current tax law Annual Expectations over the Long-Term • Equal to at least 90% of net income Sales EPS Free Cash Flow …managing the business for strong EPS growth and cash generation

15

16 Non-GAAP Financial Measures Appendix This presentation includes certain non-GAAP financial measures. These financial measures include organic sales growth, financial leverage, free cash flow, adjusted net income and adjusted earnings per diluted 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. Additionally, certain of the aforementioned non-GAAP measures either focus on or exclude transactions impacting comparability of results, allowing investors to more easily compare the Company's financial performance from period to period. Management does not use these non-GAAP financial measures for any purpose other than the reasons stated above.

17 Definitions • Financial leverage ratio is calculated by dividing total debt, which excludes debt discount and debt issuance costs, by the trailing twelve months earnings before interest, taxes, depreciation, and amortization (EBITDA). • Free cash flow is calculated by deducting capital expenditures from cash flow provided by operating activities. • Income from operations is defined as net sales less cost of goods sold (excluding depreciation and amortization), selling, general and administrative expenses, and depreciation and amortization. • Operating margin is calculated by dividing income from operations by net sales. • 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. • Sales change abbreviations include: − HSD = High-single-digits − MSD = Mid-single-digits − LSD = Low-single-digits

18 WESCO Profile Q3 2017 37% 33% 15% 15% 40% 15% 15% 12% 10% 8% Note: Markets & Customers and Products & Services percentages reported on a TTM consolidated basis. Products & Services Markets & Customers Utility CIG Industrial Construction Investor Owned | Public Power Utility Contractors Commercial | Institutional | Government Global Accounts | Integrated Supply OEM | General Industrial Non-Residential | Contractors Automation, Controls & Motors Lighting & Sustainability General Supplies Communications & Security Wire, Cable & Conduit Electrical Distribution & Controls

19 Note: The prior period end market amounts noted above contain reclassifications to conform to current period presentation. ($ Millions) Sales Growth - End Markets YTD Q3 2017 vs. YTD Q3 2016 YTD Q3 YTD Q3 % 2017 2016 Growth Industrial 2,120 2,008 5.6% Construction 1,858 1,875 (0.9)% Utility 865 869 (0.5)% CIG 843 807 4.4% Total Core Gross Sales 5,686 5,559 2.3% Gross Sales from Acquisitions 21 4 n/a Total Gross Sales 5,707 5,564 2.6% Gross Sales Reductions (25) (21) n/a Total Net Sales 5,682 5,543 2.5%

20 YTD Q3 2017 Organic Sales by End Market Industrial Construction Utility CIG WESCO Core Sales Growth 5.6 (0.9) (0.5) 4.4 2.3 FX Impact 0.0 0.2 0.1 0.0 0.1 Workday Impact (0.5) (0.5) (0.5) (0.5) (0.5) Organic Growth 6.1 (0.6) (0.1) 4.9 2.7 (%) Note: For organic sales growth in 2017, see quarterly earnings webcasts as previously furnished to the Securities & Exchange Commission, which can be obtained from the ‘Investors” page of WESCO’s website at www.wesco.com.

21 Free Cash Flow Reconciliation 2015 2016 2017 3Q YTD Cash flow provided by operations 283 300 81 Less: Capital expenditures (22) (18) (16) Free cash flow 261 282 65 Free cash flow as a % of adjusted net income(1) 125% 154% 46% Note: Free cash flow is a non-GAAP financial measure of liquidity. Capital expenditures are deducted from operating activities to determine free cash flow. Free cash flow is available to fund other investing and financing activities. (1) Excludes the third quarter 2016 loss of $123.9M and related income tax benefit of $41.2M resulting from the redemption of the Company’s 6.0% Convertible Senior Debentures due 2029. ($ Millions) May not add due to rounding.

22 Financial Leverage Ratio Twelve Months Ended September 30, 2017 Financial leverage ratio: Income from operations $ 322 Depreciation and amortization 64 EBITDA $ 386 September 30, 2017 Short-term borrowings and current debt $ 41 Long-term debt 1,368 Debt discount and debt issuance costs(1) 14 Total debt $ 1,423 Less: cash and cash equivalents $ 94 Total debt, net of cash $ 1,329 Financial leverage ratio 3.7X Financial leverage ratio, net of cash 3.4X ($ Millions) (1) Long-term debt is presented in the condensed consolidated balance sheet as of September 30, 2017, net of debt discount and debt issuance costs. Note: For financial leverage ratio in 2017, see quarterly earnings webcasts as previously furnished to the Securities & Exchange Commission, which can be obtained from the ‘Investors” page of WESCO’s website at www.wesco.com.

23 Work Days Q1 Q2 Q3 Q4 FY 2016 64 64 64 62 254 2017 64 64 63 62 253 2018 64 64 63 62 253

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