1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [NO FEE REQUIRED] for the fiscal year ended December 29, 2000 or
___ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [NO FEE REQUIRED] for the transition period from __________ to
__________
COMMISSION FILE NUMBER 1-14989
A. Full title of the plan and address of the plan, if different from that
of the issuer named below:
WESCO DISTRIBUTION, INC. RETIREMENT SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive offices:
WESCO INTERNATIONAL, Inc.
Commerce Court, Suite 700
Four Station Square
Pittsburgh, Pennsylvania 15219
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WESCO DISTRIBUTION, INC.
RETIREMENT SAVINGS PLAN
FINANCIAL STATEMENTS
DECEMBER 29, 2000 AND 1999
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REPORT OF INDEPENDENT ACCOUNTANTS
To the Investment and Administrative Committees of
WESCO Distribution, Inc. Retirement Savings Plan
In our opinion, the accompanying statements of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the WESCO Distribution, Inc. Retirement Savings Plan (the Plan) at December
29, 2000 and 1999, and the changes in net assets available for benefits for the
year ended December 29, 2000 in conformity with accounting principles generally
accepted in the United States of America. These financial statements are the
responsibility of the Plan's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with auditing standards generally
accepted in the United States of America, which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes is presented for the purpose of additional analysis and
is not a required part of the basic financial statements but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This supplemental schedule is the responsibility of the Plan's management.
The supplemental schedule has been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
/s/ PricewaterhouseCoopers LLP
Pittsburgh, Pennsylvania
April 6, 2001
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WESCO DISTRIBUTION, INC.
RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 29, 2000 AND 1999
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2000 1999
Investments, at fair value (Note 6) $228,644,477 $237,921,321
Receivables:
Employee contributions 899,567 949,085
Employer matching contributions 327,281 346,999
Accrued interest 50,556 49,343
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Net assets available for benefits $229,921,881 $239,266,748
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The accompanying notes are an integral part of these financial statements.
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WESCO DISTRIBUTION, INC.
RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 29, 2000
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Additions:
Employee contributions $ 13,155,694
Employee rollovers 2,852,688
Employer contributions 4,725,461
------------
20,733,843
Interest and dividend income 614,543
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Total additions 21,348,386
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Deductions:
Distributions to withdrawing participants, at fair value 22,609,713
Net depreciation from registered investment companies 5,278,810
Net depreciation from common/collective trust funds 516,224
Net depreciation from stock funds 2,288,506
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Total deductions 30,693,253
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Net decrease 9,344,867
Net assets available for benefits, beginning of year 239,266,748
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Net assets available for benefits, end of year $229,921,881
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The accompanying notes are an integral part of these financial statements.
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WESCO DISTRIBUTION, INC.
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 29, 2000 AND 1999
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1. MAJOR FEATURES OF THE PLAN
WESCO Distribution, Inc. Retirement Savings Plan (the Plan) was
established as of February 28, 1994 (date of inception). At the date of
inception, certain employees of the predecessor company became employees
of WESCO Distribution, Inc. (the Company) and participants in the Plan. At
the date of inception, all funds held by the prior plans related to the
transferred employees were transferred to the Plan.
The Plan covers the current employees of the Company and those former
employees with a fund balance of at least $5,000 who elected to maintain
their funds in the Plan. Former employees cannot make contributions to the
Plan.
The Plan is subject to the Employee Retirement Income Security Act of 1974
(ERISA). Under the Plan, participants may elect to make contributions on a
tax deferred basis in the form of a payroll deduction (Tax Deferred
Contributions) ranging from 1% up to the lesser of 15% of their
compensation or $10,500. In addition, employees may elect to make
contributions on an after-tax basis in the form of a payroll deduction
(After-Tax Contributions) ranging from 1% up to the lesser of 15% of their
compensation or $10,500. The $10,500 may be adjusted in future years by
the Internal Revenue Service. The sum of the Tax Deferred Contributions
and the After-Tax Contributions cannot exceed 15% of the participant's
compensation. Subject to limitation, the Company will make contributions
(Regular Company Contributions) in an amount equal to 50% of a
participant's total monthly contributions up to a maximum of 6%. In
addition, the Company may, at the Board of Directors' discretion, make a
profit sharing contribution (Company Profit Sharing Contribution) to the
Plan provided certain predetermined profit levels are attained. The
Company did not make a Profit Sharing Contribution for the year ended
December 29, 2000.
Participants are fully vested in the value of their contributions and
related investment income at all times and vest in their allocated share
of employer contributions according to the following schedule:
Less than three years of service 0%
Three years of service 33%
Four years of service 66%
Five or more years of service 100%
In conjunction with a leveraged recapitalization of the Company all active
employees as of June 5, 1998 became fully vested.
Employer contributions forfeited by participants not vested at their
termination date are used to reinstate previously forfeited account
balances of former participants who have returned to employment with the
Company, or to reduce employer contributions in accordance with the plan
document. Total forfeitures that reduced employer contributions in 2000
were approximately $112,000.
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WESCO DISTRIBUTION, INC.
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 29, 2000 AND 1999
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Nine funds were available for investment of contributions to the Plan as
of December 29, 2000. A brief description of the investment options is as
follows:
FUND DESCRIPTION
American Express Trust Income Fixed income fund that invests in insurance and bank investment
Fund II contracts to preserve principal and income
American Express Trust Equity Index Diversified corporate stock fund that seeks to achieve a return
Fund I as close as possible to the Standard and Poor's 500 Stock Index
AXP Selective Fund Investment grade bond fund that seeks current income and
preservation of capital
American Balanced Fund Broadly diversified fund that invests in securities and bonds
for the preservation of capital, current income and long-term growth
of capital and income
AXP New Dimension Fund Common stock fund that seeks companies showing potential for
significant growth for long-term growth of capital
PIMCO Opportunity Fund Common stock fund that seeks companies with small equity capitalization
to achieve capital appreciation
Templeton Foreign Fund Aggressive long-term capital growth fund that invests in common stocks
of companies outside the U.S.
American Century Value Fund Long-term capital growth fund that invests in securities that its
management believes are undervalued at the time
WESCO International Stock Fund Fund which invests in the stock of WESCO International, Inc.
In addition, participant account balances transferred from the prior plans
may remain invested in the Viacom (formerly CBS Corporation) Pooled Stock
Fund, although no future contributions may be invested in the Viacom
Pooled Stock Fund. Investment income earned by the Viacom Pooled Stock
Fund is invested in the American Express Trust Income Fund II in
accordance with the plan document. As a result of the initial public
offering of WESCO International, Inc., participants were also given the
option to invest in the WESCO International Stock Fund effective July 1,
1999.
An account is maintained for each participant, which is credited with the
participant's contributions and an allocation of Company contributions and
plan earnings. Allocations are based on participant contributions or
account balances, as defined by the Plan. The benefit to which a
participant is entitled is the benefit that can be provided from that
participant's account.
The Investment Committee and the Administrative Committee of the Company's
Board of Directors administer the Plan. Reference should be made to the
Prospectus, "What Does Your Future Hold?", for additional information on
the Plan.
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WESCO DISTRIBUTION, INC.
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 29, 2000 AND 1999
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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Plan have been prepared in conformity with
generally accepted accounting principles. The following are the
significant accounting policies followed by the Plan:
INVESTMENT VALUATION
Investments are carried at fair value in the accompanying financial
statements. Investments in registered investment companies and
common/collective trust funds are valued by the trustee based on market
values of all assets in the funds' securities portfolio and the number of
units in the funds owned by the Plan. Investments in insurance contracts
included in the American Express Trust Income Fund II are stated at
contract value. Contract value represents contributions made under the
contract, plus earnings, less withdrawals and administrative expenses. The
fund purchases contracts which provide that withdrawals from the contract
to make employee benefit payments will be made at contract value, with no
loss of principal. However, since a portion of the fund is invested in
long-term contracts which, by their nature, cannot be liquidated without
loss of principal, the fund reserves the right to take up to one year to
honor a request for withdrawal. There are no reserves against the contract
value for credit risk of the issuer. The average yield was approximately
6% for those contracts. Investments in the Viacom Pooled Stock Fund and
WESCO International Stock Fund are valued at quoted market prices.
Participant loans are valued at cost which approximates fair value.
NET APPRECIATION (DEPRECIATION) IN VALUE OF INVESTMENTS
The Plan presents in the statement of changes in net assets available for
benefits the net appreciation (depreciation) in the fair value of its
investments, which consists of the realized gains (losses) and the
unrealized appreciation (depreciation) in common/collective trusts,
registered investment companies and Viacom and WESCO International stock.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make significant
estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of additions and
deductions during the reporting period. Actual results could differ from
those estimates.
RISKS AND UNCERTAINTIES
The Plan provides for various investment options in any combination of
stocks, bonds, fixed income securities and other investment securities.
Investment securities are exposed to various risks, such as interest rate,
market and credit. Due to the level of risk associated with certain
investment securities and the level of uncertainty related to changes in
the value of investment securities, it is at least reasonably possible
that changes in the near-term could materially affect participants'
account balances and the amounts reported in the statements of net assets
available for benefits and the statement of changes in net assets
available for benefits.
OTHER
Administrative expenses, excluding participant loan setup fees,
distribution fees and hardship withdrawal fees, are paid by the Company
and, therefore, are not expenses of the Plan.
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WESCO DISTRIBUTION, INC.
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 29, 2000 AND 1999
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Benefits are recorded when paid.
Dividend income is recorded on the ex-dividend date.
3. TAX STATUS
The Internal Revenue Service has ruled that the Plan qualifies under
Section 401(a) of the Internal Revenue Code and, therefore, is exempt from
federal income taxes under provisions of Section 501(a). Accordingly no
provision for income taxes has been included in the Plan's financial
statements.
4. EMPLOYEE LOANS
Participants are permitted to borrow against a portion of their vested
account balance within the prescribed limitations and pursuant to
nondiscriminatory rules established by the Administrative Committee. Each
loan is to be repaid over a period not to exceed five years.
The interest rate applied to employee loans is established each month by
the Administrative Committee at 1% above the PNC Bank prime interest rate.
The interest rate on new loans ranged between 9.5% and 10.5% for the
period December 30, 1999 to December 29, 2000. Principal and interest
payments are generally made through monthly payroll deductions and are
credited to the participant's individual account. Loans of approximately
$3,684,000 were made from the Plan and loan principal repayments of
approximately $3,790,000 were received by the Plan for the year ended
December 29, 2000. Interest of approximately $613,000 was received by the
Plan for the year ended December 29, 2000 related to employee loans.
5. PLAN TERMINATION
Although the Company has not expressed any intent to do so, it has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event the
Plan terminates, participants will become 100% vested in their accounts.
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WESCO DISTRIBUTION, INC.
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 29, 2000 AND 1999
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6. INVESTMENTS
Investments representing 5% or more of the net assets available for
benefits as of December 29, 2000 and 1999 were as follows:
2000 1999
American Express Trust Income Fund II $52,261,139 $56,488,183
American Express Trust Equity Index Fund II -- 42,324,204
American Express Trust Equity Index Fund I 36,682,066 --
American Balanced Fund 19,356,693 17,422,291
AXP New Dimension Fund 63,185,416 67,904,001
PIMCO Opportunity Fund 19,277,807 14,525,897
Viacom Pooled Stock Fund 10,555,579 14,219,929
7. RELATED PARTY TRANSACTIONS
Certain investments of the Plan are mutual funds managed by American
Express. The trustee of the Plan is American Express Trust Company and,
therefore, these transactions qualify as party-in-interest transactions.
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WESCO DISTRIBUTION, INC.
RETIREMENT SAVINGS PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR
EIN 25-1723345, PLAN NUMBER 001
DECEMBER 29, 2000
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FAIR
ISSUER DESCRIPTION VALUE
American Express Trust American Express Trust Income
Company* Fund II $ 52,261,139
American Express Trust American Express Trust Equity
Company* Index Fund I 36,682,066
American Express Financial* AXP Selective Fund 4,825,436
American Funds American Balanced Fund 19,356,693
American Express Financial* AXP New Dimension Fund 63,185,416
PIMCO Funds PIMCO Opportunity Fund 19,277,807
Templeton Group Templeton Foreign Fund 6,198,445
American Century Investments American Century Value Fund 5,485,081
Viacom Viacom Pooled Stock Fund 10,555,579
WESCO International, Inc.* WESCO International Stock Fund 3,958,476
Participant Loans* 7% - 10.5%, due at various dates 6,858,339
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$228,644,477
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*Denotes party-in-interest
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EXHIBITS
The following exhibits are filed or incorporated as part of this report:
Exhibit
Number Description
------- -----------
23.1 Consent of PricewaterhouseCoopers LLP (Filed herewith)
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Administrative Committee for the WESCO Distribution, Inc. Retirement Savings
Plan has duly caused this annual report to be signed on its behalf by the
undersigned thereunto duly authorized.
WESCO DISTRIBUTION, INC
RETIREMENT SAVINGS PLAN
Date: June 27, 2001 By: /s/ Stephen A. Van Oss