As filed with the Securities and Exchange Commission on December 24, 1997
Registration No. 333-

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
CDW HOLDING CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE 5063 25-1723345
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)

----------------
COMMERCE COURT, SUITE 700
FOUR STATION SQUARE
PITTSBURGH, PENNSYLVANIA 15219
(412) 454-2200
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
JEFFREY B. KRAMP, ESQ.
COMMERCE COURT, SUITE 700
FOUR STATION SQUARE
PITTSBURGH, PENNSYLVANIA 15219
(412) 454-2200
(NAME, ADDRESS, INCLUDING ZIP CODE AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
----------------
COPIES TO:
GEORGE E.B. MAGUIRE, ESQ. VALERIE FORD JACOB, ESQ.
DEBEVOISE & PLIMPTON FRIED, FRANK, HARRIS, SHRIVER & JACOBSON
875 THIRD AVENUE ONE NEW YORK PLAZA
NEW YORK, NEW YORK 10022 NEW YORK, NEW YORK 10004
(212) 909-6000 (212) 859-8000

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
----------------
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]

If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [_]
----------------
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

PROPOSED MAXIMUM
AGGREGATE OFFERING AMOUNT OF
TITLE OF SECURITIES TO BE REGISTERED PRICE(1)(2) REGISTRATION FEE
- --------------------------------------------------------------------------------------

Class A Common Stock, par
value $0.01 per share...... $300,000,000 $88,500
- --------------------------------------------------------------------------------------

- -------------------------------------------------------------------------------
(1) Estimated pursuant to Rule 457(o) under the Securities Act of 1933 solely
for the purpose of calculating the registration fee.
(2) Includes shares subject to the Underwriters' over-allotment options.
----------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

EXPLANATORY NOTE

This Registration Statement contains two forms of prospectuses: one to be
used in connection with an offering in the United States and Canada (the "U.S.
Prospectus") and one to be used in a concurrent international offering outside
the United States and Canada (the "International Prospectus"). The U.S.
Prospectus and the International Prospectus are identical in all respects
except that they contain different front, inside front and back cover pages
and different descriptions of the plan of distribution (contained under the
caption "Underwriting" in both the U.S. Prospectus and the International
Prospectus). Pages of the International Prospectus are separately designated.

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED DECEMBER 24, 1997

PROSPECTUS
SHARES
CDW HOLDING CORPORATION
CLASS A COMMON STOCK

-----------

All of the shares of Class A Common Stock of CDW Holding Corporation
offered hereby are being sold by certain stockholders (the "Selling
Stockholders") of the Company. Of the shares of Class A Common Stock offered
hereby, shares are being offered for sale initially in the United States and
Canada by the U.S. Underwriters and shares are being offered for sale
initially in a concurrent offering outside the United States and Canada by the
International Managers. The initial public offering price and the underwriting
discount per share will be identical for both Offerings. See "Underwriting."

Prior to the Offerings, there has been no public market for the Class A
Common Stock. It is currently estimated that the initial public offering price
will be between $ and $ per share. For a discussion relating to factors
to be considered in determining the initial public offering price, see
"Underwriting."

Application will be made to list the Class A Common Stock on the New York
Stock Exchange under the symbol " ."

SEE "RISK FACTORS" BEGINNING ON PAGE 11 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE CLASS A COMMON STOCK
OFFERED HEREBY.

-----------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC DISCOUNT (1) SELLING STOCKHOLDERS (2)
- -----------------------------------------------------------------------------------------------------
Per Share....................... $ $ $
- --------------------------------------------------------------------------------
Total (3)....................... $ $ $

-----------
The shares of Class A Common Stock are offered by the several Underwriters,
subject to prior sale, when, as and if issued to and accepted by them, subject
to approval of certain legal matters by counsel for the Underwriters and
certain other conditions. The Underwriters reserve the right to withdraw,
cancel or modify such offer and to reject orders in whole or in part. It is
expected that delivery of the shares of Class A Common Stock will be made in
New York, New York on or about , 1998.

-----------
MERRILL LYNCH & CO. GOLDMAN, SACHS & CO.
BEAR, STEARNS & CO. INC.
SALOMON SMITH BARNEY

-----------

The date of this Prospectus is , 1998.

[COLOR PICTURES]

----------------

Certain persons participating in the Offerings may engage in transactions
that stabilize, maintain or otherwise affect the price of the Class A Common
Stock. Such transactions may include stabilizing, the purchase of Class A
Common Stock to cover syndicate short positions and the imposition of penalty
bids. For a description of these activities, see "Underwriting."

PROSPECTUS SUMMARY

The following summary is qualified in its entirety by, and should be read in
conjunction with, the more detailed information and financial statements and
related notes appearing elsewhere in this Prospectus. CDW Holding Corporation
("CDW") is a Delaware corporation that has as its only significant asset all
the outstanding common stock of WESCO Distribution, Inc., a Delaware
corporation ("WESCO"). Hereinafter, "the Company" and "WESCO" will refer to CDW
or to CDW and its subsidiaries, including WESCO, as the context requires.
References herein to a "fiscal" year refer, in the case of the Company, to the
year ended December 31 in the year indicated. Unless otherwise indicated, all
information set forth in this Prospectus (i) gives effect to a to 1 split of
the Company's Class A Common Stock, par value $0.01 per share ("Class A Common
Stock"), and of the Company's Class B Common Stock, par value $0.01 per share
("Class B Common Stock" and, together with the Class A Common Stock, the
"Common Stock"), to be effected immediately prior to the effective date of the
Registration Statement of which this Prospectus forms a part, (ii) assumes an
initial public offering price of $ per share and (iii) assumes no exercise of
the over-allotment options to be granted to the Underwriters by the Selling
Stockholders.

THE COMPANY

WESCO is a leading full-line provider of products and related services in the
electrical wholesale distribution industry with sales of $2.3 billion in 1996,
an increase of more than $700 million since 1993. With its blend of national
capabilities and extensive local geographic coverage, WESCO specializes in
developing combined product and service solutions tailored to meet the specific
needs of each of its customers. The Company is the second largest electrical
wholesale distributor in North America and a leading consolidator in this
highly fragmented, $67 billion industry. Through a network of approximately 320
branches located in 48 states and nine Canadian provinces, supported by five
regional distribution centers, WESCO is able to serve virtually the entire U.S.
and Canadian market. WESCO is particularly well positioned to meet the complex
procurement needs of multi-site customers seeking total supply chain cost
reduction through preferred alliances with fewer suppliers.

WESCO offers a broad range of electrical, industrial and data communications
products and services to a large and diversified customer base including (1)
industrial companies from numerous manufacturing and process industries and
original equipment manufacturers ("OEMs"), including manufacturers of factory-
built homes and other modular structures, (2) contractors for industrial,
commercial and residential projects, (3) investor-owned utilities, municipal
power authorities and rural electric cooperatives and (4) commercial,
institutional and governmental customers. The Company maintains over 130,000
active customer accounts, and stocks and distributes over 210,000 products,
sourced from over 6,000 suppliers, ranging from basic wire to advanced
automation and control products. WESCO complements its product offerings with a
range of services and procurement solutions, including integrated supply, where
it manages all aspects of the customer's supply processes, and electronic
commerce, where it employs technology to streamline business transactions.

Since CDW acquired WESCO in 1994, management has realigned operations to
achieve substantial growth in sales and profitability. Under its new
leadership, the Company (1) reconfigured its branch network to focus on key
customer markets, (2) significantly expanded its National Accounts marketing
program, (3) launched the industry's most active acquisition program and (4)
implemented a new incentive system for branch managers and sales personnel. As
a result of these actions, sales have increased to $2.3 billion in 1996 from
$1.6 billion in 1993, a compound annual growth rate of 13.1%, and operating
income has increased to $68.2 million in 1996 from a loss of $11.0 million in
1993. Since August 1995, the Company has completed 11 acquisitions adding over
$500 million in annualized sales.

The electrical wholesale distribution industry in the United States is large,
growing and highly fragmented. Industry sources estimate total electrical
wholesale distributor sales at $67 billion for 1997, which represents a 9.6%
compound annual growth rate over 1994 sales of $51 billion. The four largest
wholesale distributors, including WESCO, control only 14% of total industry
sales. No single distributor accounts for more than 5% of industry sales, and
57% of such sales are generated by distributors with less than $21 million in
annual sales. In the United States, electrical distribution is still in the
early stages of consolidation, unlike many other wholesale distribution
industries which have undergone substantial consolidation in the past two
decades.

Customers now expect distributors to provide a broader package of products
and services as they seek to outsource non-core functions and achieve
measurable cost savings in purchasing, inventory and supply chain management.
By virtue of its national and local capabilities, financial resources and
focused acquisition strategy, WESCO believes that it has the opportunity to
lead industry consolidation and capitalize on the growing customer demand for
value-added services and procurement outsourcing.

BUSINESS STRATEGY

WESCO's mission is to become the preeminent wholesale distributor of
electrical and other products in each of its chosen markets by tailoring its
product and service offerings to meet the differing requirements of its
targeted customers. WESCO's fundamental business goal is to achieve growth in
sales and profitability that is consistently above the industry average,
through marketing and acquisition initiatives, leveraging its fixed cost
structure and purchasing power, and improving working capital management. To
achieve that goal, WESCO's business strategy emphasizes six elements:

. LEVERAGE NATIONAL COORDINATION AND SCALE. WESCO, with its national
branch network in both the U.S. and Canada and the scale such network
affords, has several competitive advantages, including (1) the ability
to offer multi-site agreements with the scope required by National
Accounts--major customers who seek to coordinate their maintenance,
repair and operating ("MRO") supplies purchasing activity across
multiple locations, (2) the ability to enter into favorable preferred
supplier agreements which provide for improved payment terms, volume
rebates, marketing programs and geographic franchises, (3) specialized
and technical sales forces to meet specific customer needs in National
Accounts, data communications, automation and control, energy
management, integrated supply and major construction projects and (4)
five regional distribution centers which allow same-day shipments of a
broad range of products to branches and direct to customers.

. ENCOURAGE LOCAL ENTREPRENEURSHIP AND FLEXIBILITY. A distributor's
reputation is often determined at the local level, where timely supply
and customer service are critical. Accordingly, WESCO grants its branch
managers substantial autonomy in directing the branch sales force,
configuring inventories, selecting markets served and developing local
service options. WESCO's incentive system strongly encourages growth and
profitability at the branch level, with a significant portion of the
branch manager's compensation incentive based. While WESCO grants its
branches a high degree of independence, they directly support and
participate in national initiatives such as National Account sales,
expansion of data communications product sales and marketing promotions
with select manufacturers.

. DELIVER VALUE-ADDED SERVICES. WESCO offers a comprehensive portfolio of
supply management services designed to create measurable value for its
customers, including (1) the assignment of on-site support personnel,
(2) outsourcing of the entire MRO purchasing process, (3) inventory
optimization programs, (4) participation in joint cost savings teams,
(5) energy-efficient product upgrades, (6) safety and product training
for customer employees and (7) process improvements using automation
solutions.

. FOCUS ON MARKETS WHERE WESCO HAS DEVELOPED DISTINCTIVE
COMPETENCIES. WESCO has developed distinctive competencies in several
markets by aligning its branch network by principal market served--
industrial/construction, utilities and manufactured structures. Business
strategies,

specialized personnel and locally tailored inventories are designed to
match each market's requirements. WESCO targets customers with large,
complex service and supply requirements in all markets where specialized
sourcing, project management and logistical support are needed. To serve
such customers effectively, the Company leverages its national
capabilities, extensive local penetration and breadth of products and
services offered.

. DRIVE CONTINUOUS IMPROVEMENT IN PRODUCTIVITY AND PROFITABILITY. WESCO
believes a successful business strategy must include a commitment to
continuous improvement in productivity and profitability. The Company is
emphasizing the widespread use of innovative and disciplined approaches
to managing its business processes, employee productivity and capital
efficiency. These continuous improvement initiatives include (1) regular
"zero based" re-evaluations of all facets of its business, (2) activity-
based costing to more accurately measure and enhance profitability by
customer, supplier and other categories, (3) enhanced coordination of
inventory management among suppliers, branches and regional distribution
centers, (4) benchmarking, using competitive analysis and world-class
best practices to set appropriate standards for expense management,
working capital and employee and overall productivity, (5) increased
investment in targeted areas such as sales force management and company-
wide training and development and (6) application of technology to
enhance information and decision support systems.

. LEAD INDUSTRY CONSOLIDATION. WESCO actively pursues acquisitions that
complement its existing business. The Company's acquisition strategy has
been to (1) accelerate expansion into key growth markets, (2) add
important new customers, (3) enhance sales of acquired branches by
immediately broadening the product and service mix, (4) expand local
presence to better serve existing customers, (5) increase scale and
breadth of relationships with manufacturers and (6) leverage existing
infrastructure. The Company considers strategic acquisitions on a
continuous basis. Since August 1995, WESCO has completed 11 acquisitions
with 78 branch locations and annualized sales of over $500 million.
Furthermore, as a result of these acquisitions, the Company has added
major supplier relationships with Allen-Bradley, General Electric and
Square D. Two further acquisitions are pending, subject to certain
closing conditions, which would add 11 locations and $150 million in
estimated annual sales.

STRATEGY FOR CONTINUED GROWTH

WESCO has increased sales by more than $700 million since year-end 1993, a
compound annual growth rate in excess of 13%. The Company's plans for
continued growth are as follows:

. EXPAND PRODUCT AND SERVICE OFFERINGS. WESCO intends to build on its
demonstrated ability to introduce new products and services to meet
customer demands and market opportunities. For example, the Company
plans to expand its presence in the fast-growing data communications
market. In the past two years, WESCO has significantly increased its
focus on this market, generating estimated sales of $104 million in
1997, up from $54 million in 1995. Led by its dedicated data
communications sales team of approximately 70 people, and leveraging its
general sales force, the Company intends to expand sales to new and
existing customers, as well as broaden its offering into other data
communications product lines, such as outdoor wiring systems, active
components and processors. In addition, the Company plans to expand the
number of integrated supply programs with new and existing accounts.
Given the success of its integrated supply initiatives to date and the
rapid growth in the demand for such services anticipated by industry
sources, WESCO sees a major opportunity to develop additional customer
relationships by leveraging its comprehensive service and supply
expertise.

. GROW NATIONAL PROGRAMS. WESCO has well-established National Account
relationships with approximately 300 companies. National Accounts
provide ongoing revenue through strategic multi-year agreements. The
Company believes that it can expand revenue generated by its National
Accounts

program by (1) increasing its penetration of existing National Accounts,
(2) shortening ramp-up time to full implementation, (3) adding new
products to existing MRO agreements, (4) expanding agreements to include
capital projects and (5) extending the program to new customers. In
addition, through its Major Projects Group, the Company plans to
intensify its focus on large construction projects, such as new
stadiums, industrial sites, wastewater treatment plants, airport
expansions, healthcare facilities and prisons. The Company intends to
secure new contracts through (1) aggressive national marketing of
WESCO's demonstrated project management capabilities, (2) further
development of relationships with leading construction and engineering
firms and (3) close coordination with National Account customers on
their renovations and new construction projects.

. GAIN SHARE IN KEY LOCAL MARKETS. WESCO has identified key geographic
markets with a substantial base of potential customers and will use a
combination of acquisitions, new branch openings and heightened sales
and marketing efforts to gain market share. WESCO's executive marketing
team, together with local branch managers, will work to expand the
Company's program of detailed market analysis and opportunity
identification on a branch-by-branch and product line basis. In
addition, the Company intends to leverage relationships with preferred
suppliers to increase sales of their products in local markets through
various initiatives, including (1) sales promotions, (2) cooperative
marketing efforts, (3) direct participation in National Accounts
implementation, (4) dedicated sales forces and (5) product exclusivity.

. EXECUTE ACQUISITION STRATEGY. WESCO intends to lead consolidation in the
fragmented electrical wholesale distribution industry. Since adopting
its acquisition strategy in August 1995, the Company has been successful
in adding more than $500 million in annualized sales, and will continue
to evaluate acquisition opportunities to achieve the strategic
objectives outlined under "Business Strategy." After the Offerings, the
ability, where appropriate, to use its shares to finance acquisitions
should give the Company access to an expanded range of possible
acquisitions. The Company seeks acquisitions that will be accretive to
earnings and will significantly complement the organic growth of the
business. The 11 acquisitions completed by the Company to date have
collectively been accretive to its earnings.

. ACCESS INTERNATIONAL OPPORTUNITIES. WESCO believes in a pragmatic and
profitable expansion of sales outside the United States and Canada. The
Company intends to limit risk and maximize profit opportunities
principally by following its National Account customers and key
suppliers into their non-U.S. markets. For example, the Company has
opened a branch in Mexico City, where many current customers have plant
operations and where WESCO has been granted the highly regarded Allen-
Bradley franchise. Other opportunities to grow international sales
include expanding the network of independent export sales
representatives outside of North America, increasing the number of North
American-based export sales offices and building closer relationships
with global engineering, procurement and construction firms.

BACKGROUND

CDW was formed by Clayton, Dubilier & Rice, Inc., a private investment firm
("CD&R"), in connection with the acquisition (the "Acquisition") from
Westinghouse Electric Corporation, now known as CBS Corporation
("Westinghouse"), of its Westinghouse Electric Supply Company division, WESCO's
predecessor (the "Predecessor"). The Acquisition was completed in February
1994. Upon completion of the Offerings, the Clayton & Dubilier Private Equity
Fund IV Limited Partnership ("Fund IV"), a private investment fund managed by
CD&R, will own approximately % of the then-outstanding Common Stock ( %
assuming exercise of the Underwriters' overallotment options).

The Predecessor was founded as a division of Westinghouse in 1922 for the
purpose of selling and distributing Westinghouse electrical products and
supplies. Since the Acquisition, the Company has made a successful transition
from being a division within a large corporation to an independent company. The
Company's principal executive offices are located at Commerce Court, Suite 700,
Four Station Square, Pittsburgh, Pennsylvania 15219, and its telephone number
is (412) 454-2200.

THE OFFERINGS

The offering of shares of Class A Common Stock initially being offered in
the United States and Canada (the "U.S. Offering") and the offering of
shares of Class A Common Stock initially being offered outside the United
States and Canada (the "International Offering") are referred to herein
collectively as the "Offerings." The closing of the International Offering and
of the U.S. Offering are each conditioned on the other.

Class A Common Stock offered
By Selling Stockholders:
U.S. Offering....................... shares
International Offering.............. shares
Total........................... shares
Class A Common Stock to be outstanding
after the Offerings (1)............. shares
Proposed NYSE Symbol.......................
Use of proceeds............................ The Company will not receive any
proceeds from the sale of shares
by the Selling Stockholders. See
"Use of Proceeds" and "Selling
Stockholders."

- --------
(1) Based upon shares outstanding at , 1997, after giving effect to the
stock split described herein and the issuance of shares of Class A
Common Stock issuable upon the conversion of certain convertible notes
issued in connection with prior acquisitions, which by their terms will
mandatorily convert into shares of Class A Common Stock at the initial
public offering price upon consummation of the Offerings. See "Description
of Certain Indebtedness--Acquisition Notes." Does not include shares of
Class A Common Stock issuable upon the exercise of outstanding stock
options, of which options for shares are currently exercisable and
options for shares become exercisable over the next five years. See
"Management--Stock Option Plan" and "Management--Long-Term Incentive Plan."
The Company also has authorized Class B Common Stock, which is identical to
the Class A Common Stock except that it has no voting rights (other than as
required by law). None of the Class B Common Stock is currently issued.
Certain existing holders of Class A Common Stock have the right to convert
certain of their shares to Class B Common Stock. See "Description of
Capital Stock."

RISK FACTORS

Prospective purchasers of the Class A Common Stock should consider carefully
the specific investment considerations set forth under "Risk Factors" and the
other information set forth in this Prospectus, prior to making an investment
decision.

SUMMARY HISTORICAL FINANCIAL DATA
(IN MILLIONS, EXCEPT SHARE DATA)

THE COMPANY
THE PREDECESSOR (1) (2) THE COMPANY (2)
------------------------------- ------------ ---------------------------------------
ADJUSTED
TWO MONTHS TEN MONTHS COMBINED
YEAR ENDED ENDED ENDED YEAR ENDED YEAR ENDED NINE MONTHS ENDED
DECEMBER 31, FEBRUARY 28, DECEMBER 31, DECEMBER 31, DECEMBER 31, SEPTEMBER 30,
----------------- ------------ ------------ ------------ ------------------- -------------------
1992 1993 1994 1994 1994 (3) 1995 1996 1996 1997
-------- -------- ------------ ------------ ------------ --------- --------- --------- ---------
(UNAUDITED)

INCOME STATEMENT
DATA:
Sales, net...... $1,608.7 $1,570.8 $ 237.3 $1,398.5 $1,635.8 $1,857.0 $2,274.6 $1,668.3 $1,916.1
Gross profit.... 261.5 238.1 32.5 230.0 262.5 321.0 405.0 295.7 340.0
Selling, general
and
administrative
expenses....... 220.6 241.2 34.9 197.7 232.6 258.0 326.0 239.1 272.5
Depreciation and 8.3 7.9 1.2 7.5 8.7 7.3 10.8 7.9 8.4
amortization... -------- -------- ------- -------- -------- --------- --------- --------- ---------
Income (loss)
from
operations..... 32.6 (11.0) (3.6) 24.8 21.2 55.7 68.2 48.7 59.1
Other income and
expense, net... 2.0 1.7 -- -- -- -- -- -- --
Interest
expense, net 15.6 14.2 2.4 17.6 20.0 15.8 17.4 12.9 14.9
(4)............ -------- -------- ------- -------- -------- --------- --------- --------- ---------
Income (loss)
before income
taxes.......... 19.0 (23.5) (6.0) 7.2 1.2 39.9 50.8 35.8 44.2
Income (loss)
before
cumulative
effect and
extraordinary
charge, net of
taxes.......... 11.5 (13.8) (4.1) 3.6 (0.5) 25.1 32.5 22.8 26.6
Cumulative
effect of
change in
accounting, net
of taxes (5)... -- 1.6 -- -- -- -- -- -- --
Extraordinary
charge, net of -- -- -- -- -- 8.1 -- -- --
taxes (6)...... -------- -------- ------- -------- -------- --------- --------- --------- ---------
Net income $ 11.5 $ (15.4) $ (4.1) $ 3.6 $ (0.5) $ 17.0 $ 32.5 $ 22.8 $ 26.6
(loss) (7)..... ======== ======== ======= ======== ======== ========= ========= ========= =========
Earnings per
common share
before
extraordinary
charge, net of
taxes.......... -- -- -- $ 2.84 -- $ 16.43 $ 22.57 $ 15.54 $ 9.05
Net earnings per
common share
(8)............ -- -- -- 2.84 -- 8.85 22.57 15.54 9.05
Shares used in
per share
calculation.... -- -- -- 980,402 1,064,803 1,122,332 1,121,393 1,162,118
PRO FORMA DATA
(9):
Pro forma
earnings per
common share
before effect
of redeemable
common stock
and
extraordinary
charge, net of
taxes.......... -- -- -- $ 3.68 -- $ 23.60 $ 28.93 $ 20.30 $ 22.90

DECEMBER 31, FEBRUARY 28, DECEMBER 31, DECEMBER 31, SEPTEMBER 30,
----------------- ------------ ------------ ------------------- -------------------
1992 1993 1994 1994 1995 1996 1996 1997
-------- -------- ------------ ------------ --------- --------- --------- ---------
(UNAUDITED)

BALANCE SHEET
DATA:
Adjusted working
capital (10)... $ 244.5 $ 224.8 $ 228.7 $ 196.5 $ 222.5 $ 291.6 $ 276.2 $ 335.9
Total assets.... 545.7 521.0 504.5 533.7 581.3 773.5 746.0 896.3
Total long-term
debt........... -- -- -- 180.6 172.0 260.6 260.1 314.7
Redeemable
common stock
(9)............ -- -- -- 6.1 16.2 24.5 18.6 40.3
Stockholders'
equity......... -- -- -- 105.0 107.9 133.2 128.5 143.6

- -------
(1) Presents consolidated financial data of the Predecessor for the periods
prior to the Company's acquisition of substantially all of the assets and
certain liabilities of the Predecessor, effective February 28, 1994. See
"Certain Transactions and Relationships--Westinghouse." Consolidated
financial data of the Predecessor have been derived from the Predecessor's
consolidated financial statements, which have been audited by the
Predecessor's accountants. The Securities and Exchange Commission (the
"Commission"), in Staff Accounting Bulletin Number 55 (SAB 55), requires
that historical financial statements of a subsidiary, division or lesser
business component of another entity include certain expenses incurred by
the parent on its behalf. These expenses include officer and employee
salaries; rent; depreciation; advertising; accounting and legal services;
other selling, general and administrative expenses; and other such
expenses. The financial statements of the Predecessor include such
adjustments, estimates or allocations as the management of the
Predecessor's parent company believed necessary to reflect these expenses.
Because of

(footnotes continued on following page)

such items, certain aspects of the consolidated results of operations for
periods prior to the period beginning February 28, 1994 are not comparable
with those for subsequent periods.

(2) Consolidated financial data as of and for the ten months ended December
31, 1994 and as of and for the fiscal years ended December 31, 1995 and
1996 have been derived from the Company's consolidated financial
statements, which have been audited by Coopers & Lybrand L.L.P.
Consolidated financial data of the Company as of and for the nine months
ended September 30, 1996 and 1997 have been derived from unaudited
interim consolidated financial statements of the Company.

(3) Presents adjusted combined results of operations of the Predecessor for
the two months ended February 28, 1994 and of the Company for the ten
months ended December 31, 1994. The adjusted combined operations data
does not purport to represent what the Company's consolidated results of
operations would have been if the Acquisition had actually occurred on
January 1, 1994.

(4) The Predecessor received a charge from its parent company in the form of
interest expense for the portion of the parent company investment that,
for internal reporting purposes, represented debt. For the years ended
1992 and 1993 and the two months ended February 28, 1994, approximately
40% of the average parent company investment was considered to be debt
for internal reporting purposes. The effective annual interest rate for
all periods was approximately 10%. This method of reporting interest
expense for internal reporting purposes is not necessarily indicative of
the interest expense that would have been incurred had the Predecessor
operated as a separate stand-alone entity.

(5) Represents a charge, net of deferred taxes, for the cumulative effect of
a change in accounting for postemployment benefits at January 1, 1993.

(6) Represents a charge, net of taxes, relating to the write-off of
unamortized debt issuance and other costs associated with the early
termination of debt.

(7) The Predecessor's results of domestic operations were included in the
consolidated U.S. federal income tax return of its parent. The
Predecessor's results of operations in Puerto Rico and certain operations
in Canada were also included with other operations of the Predecessor's
parent in the tax returns in those jurisdictions. For operations that did
not pay their own income tax, the Predecessor's parent internally
allocated income tax expense at the statutory rate after adjustment for
state income taxes and several other items. The income tax expense and
other tax-related information in the Predecessor's consolidated financial
statements were calculated as if the Predecessor had not been eligible to
be included in the consolidated tax returns of its parent (i.e., on a
"stand-alone" basis). The calculation of tax provisions and deferred
taxes necessarily required certain assumptions, allocations and estimates
that the Predecessor's management believed were reasonable to accurately
reflect the tax reporting for the Predecessor as if a stand-alone
taxpayer.

(8) For a description of the calculations of net earnings per common share,
see Note 2 of Notes to Consolidated Financial Statements included
elsewhere in this Prospectus.

(9) Pro forma data represent earnings per common share calculated before the
effect of the extraordinary charge and the redeemable common stock as
described in Note 9 of Notes to Consolidated Financial Statements. Under
certain conditions, the holders thereof have the right to require the
Company to repurchase all of the redeemable shares and the exercisable
portion of options. As a result of this redemption feature, the Company
has provided for a reduction in earnings available to common stockholders
to record the potential future repurchase obligation based on the annual
increase in the fair value of the shares and exercisable options. These
repurchase rights terminate upon consummation of an initial public
offering. The accumulated reclassifications ($40.3 million at September
30, 1997) will be reversed upon consummation of the Offerings to increase
paid-in capital and retained earnings, and the appreciation on redeemable
common stock will be added back to earnings available to common
stockholders.

(10) Defined as trade accounts receivable plus inventories less accounts
payable.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This Prospectus contains certain forward-looking statements regarding the
business of the Company. When used in this Prospectus, the words "anticipates,"
"plans," "believes," "estimates," "intends," "expects" and similar expressions
are intended to identify forward-looking statements. Such statements,
including, but not limited to, the Company's statements regarding its business
strategy, growth strategy, growth trends in the industry and various markets,
acquisitions, international expansion, productivity and profitability
enhancement, new product and service introductions and liquidity and capital
resources are based on management's beliefs, as well as on assumptions made by,
and information currently available to, management, and involve various risks
and uncertainties, certain of which are beyond the Company's control. The
Company's actual results could differ materially from those expressed in any
forward-looking statement made by or on behalf of the Company. In light of
these risks and uncertainties there can be no assurance that the forward-
looking information will in fact transpire. Factors that might cause actual
results to differ from such forward-looking statements include, but are not
limited to, those discussed in "Risk Factors." The Company undertakes no
obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise.

----------------

Market and market share data for the electrical wholesale industry are from
Electrical Wholesaling magazine or Distributor Information Services
Corporation, unless otherwise indicated. Except where specified, market share
and market data do not include Canada. The Company believes such market share
data are inherently imprecise, but are generally indicative of its relative
market share.

RISK FACTORS

Prospective purchasers of the Class A Common Stock should consider carefully
the following factors relating to the Company and the Offerings, together with
the other information and financial data set forth elsewhere in this
Prospectus, prior to making an investment decision.

GENERAL ECONOMIC CONDITIONS

The electrical wholesale distribution industry is affected by changes in
economic conditions, including national, regional and local slowdowns in
construction and industrial activity, which are outside the control of the
Company. The Company's operating results may also be adversely affected by
increases in interest rates that may lead to a decline in economic activity,
particularly in the construction market, while simultaneously resulting in
higher interest payments by the Company under its credit facilities. In
addition, during periods of economic slowdowns the Company's credit losses
could increase significantly. There can be no assurance that economic
slowdowns or adverse economic conditions or cyclical trends in certain
customer markets will not have a material adverse effect on the Company's
operating results and financial condition.

COMPETITION

The electrical wholesale distribution industry is highly competitive. In the
United States, the industry is fragmented, while the much smaller Canadian
market has achieved a high degree of concentration. The Company competes
directly with national and regional broad-based distributors, niche
distributors carrying only specialized products, and small, local distributors
with one or a few locations. Another source of competition in the wholesale
channel is buying groups formed by smaller distributors to increase purchasing
power and provide some limited cooperative marketing capability. The two
largest of these are Affiliated Distributors, representing $5 billion of
annual electrical wholesale distribution sales, and IMARK, representing $3
billion of annual sales. While increased buying power may improve the
competitive position of buying groups locally, the Company does not believe
these groups have been able to compete effectively for National Account
customers, due to the difficulty in coordinating a diverse ownership group.
Outside the wholesale channel, manufacturers employ, and may increase the use
of, direct sales representatives. In addition, some manufacturers with
sufficient size, geographic scope and financial and marketing resources may be
in a position to offer customers national account services. Finally, the
development of alternative distribution channels, such as Internet-based
catalogs, do-it-yourself ("DIY") retail outlets or a shift to direct sales and
service by manufacturers, could have a material adverse effect on the
wholesale distribution market and, as a result, the Company's performance.

Some of the Company's existing competitors have, and new market entrants may
have, greater financial and marketing resources than the Company. To the
extent existing or future competitors seek to gain or retain market share by
reducing prices, the Company may be required to lower its prices, thereby
adversely affecting financial results. Existing or future competitors also may
seek to compete with the Company for acquisitions, which could have the effect
of increasing the price and reducing the number of suitable acquisitions, and
may also compete with the Company for start-up locations, thereby limiting the
number of attractive locations for expansion. In addition, it is possible that
competitive pressures resulting from the industry trend toward consolidation
could affect growth and profit margins. See "Business--Competition."

ABILITY TO IMPLEMENT AND MANAGE GROWTH STRATEGY; CAPITAL NEEDS FOR
ACQUISITIONS

A principal component of the Company's strategy is to continue to expand
through additional acquisitions and development of start-up locations that
complement the Company's operations in new or existing markets. The success of
this strategy will depend upon the Company's ability to identify, acquire and
integrate a sufficient number of businesses. There can be no assurance that
the Company will be able to identify and acquire appropriate businesses on
satisfactory terms or that future acquisitions will not have a material
adverse effect on the Company's operating results, particularly during periods
in which the operations of acquired businesses are being integrated into the
Company's operations. As part of its growth strategy, the Company intends to
build its international presence. Significant expansion into international
markets could involve risks relating to currency

exchange rates, new and different legal, tax, accounting and regulatory
requirements, difficulties in staffing and managing foreign operations,
operating difficulties and other factors. In addition, profit margin and
competitive position associated with sales transacted in foreign currency,
such as sales in the Company's Canadian operations, may be materially
adversely affected by foreign exchange rates. See "Business--Growth Strategy."

In order to implement its acquisition strategy, the Company is likely to
require additional funding. Future acquisitions could be financed by incurring
additional indebtedness, including increased borrowing under the Company's
existing credit facilities, or by the issuance of additional equity
securities. There can be no assurance, however, that adequate funding will be
available on terms satisfactory to the Company. As of September 30, 1997 the
Company had total long-term debt of $314.7 million. An increase in the level
of indebtedness of the Company could have important consequences for the
holders of Class A Common Stock, including (1) increasing the portion of the
Company's cash flow from operations being dedicated to the payment of
principal and interest on indebtedness and unavailable for other purposes, (2)
impairing the Company's ability to obtain financing for working capital needs
and general corporate purposes and (3) reducing the Company's flexibility in
responding to changes in business and economic conditions and competitive
pressures. The issuance of additional equity securities may result in dilution
to earnings to holders of the Class A Common Stock. The Company intends to
fund two pending acquisitions, scheduled to close in January 1998, subject to
certain closing conditions, through additional borrowings under its existing
credit facilities of approximately $45 million and the issuance of an
aggregate $15 million principal amount of unsecured notes, maturing by mid-
1999. See "Management's Discussion and Analysis of Financial Condition and
Results of Operations--Liquidity and Capital Resources," "Business--
Acquisitions" and "Description of Certain Indebtedness--Credit Facilities."

DEPENDENCE ON KEY PERSONNEL

The Company is dependent upon the skills, experience and efforts of its
Chief Executive Officer and other executive officers. Loss of the services of
the Chief Executive Officer or one or more of the other executive officers
could have a material adverse effect on the Company's business and
development. The Company has no written employment contracts with any of its
executive officers other than an employment agreement with its Executive Vice
President, Industry Affairs. The Company intends to enter into, prior to the
Offerings, a three-year employment agreement with Roy W. Haley, its Chief
Executive Officer and President, and a two-year employment agreement with
David F. McAnally, its Chief Operating Officer, Chief Financial Officer and
Treasurer. See "Management--Employment Agreements." The Company's continued
growth also depends in part on its continuing ability to attract and retain
qualified managers, sales persons and other key employees and on its executive
officers' ability to manage growth successfully. No assurance can be given
that the Company will be able to attract and retain such employees. The
Company has relied primarily upon its stock option plan and other elements of
compensation to retain key employees. The Company intends, prior to the
Offerings, to establish a long-term incentive plan for executives and other
key management employees. See "Management--Stock Option Plan" and
"Management--Long-Term Incentive Plan."

KEY SUPPLIERS; MAINTENANCE OF SUPPLY; INTERRUPTION OF DISTRIBUTION CENTER
OPERATIONS

Consistent with industry practice, most of the Company's agreements with
suppliers (including both distribution agreements and preferred supplier
agreements) are terminable by either party on no more than 60 days notice. The
Company's ten largest suppliers through September 30, 1997 accounted for 44%
of the Company's purchases for the period. The largest supplier was Eaton
Corporation, through its Cutler-Hammer division, successor to the Distribution
and Control Business Unit of Westinghouse, accounting for 18% of the Company's
purchases. The loss of, or a substantial decrease in the availability of,
products from any of these suppliers, or the loss of key preferred supplier
agreements, could have a material adverse effect on the Company's business. In
addition, supply interruptions could arise from shortages of raw materials,
labor disputes or weather conditions affecting products or shipments, or other
reasons beyond the Company's control. An interruption of operations at any of
the Company's five distribution centers could have a material adverse effect
on the operations of branches served by the affected distribution center.
Further, there can be no assurance that

particular products, or product lines, will be available to the Company, or
available in quantities sufficient to meet customer demand. Such limited
product access could put the Company at a competitive disadvantage. See
"Business--Suppliers and Purchasing" and "Business--Distribution Network."

DEPENDENCE ON INFORMATION SYSTEMS

The Company believes that its computer systems are an integral part of its
business and growth strategies. The Company depends on its information systems
to process orders, manage inventory and accounts receivable collections,
purchase products, ship products among its branches on a timely basis,
maintain cost-effective operations and provide superior service to its
customers. Although the Company believes it has the appropriate disaster
recovery plans in place, there can be no assurance that a serious disruption
in the operation of the Company's information systems will not occur. Any such
disruption could have a material adverse effect on the Company's business and
results of operations. See "Business--Management Information Systems."

CERTAIN INVENTORY RISKS

The obsolescence of a significant amount of inventory due to changes in
customer preferences or technological improvements could have a material
adverse effect on the Company's business and results of operations. The
Company believes that this risk is confined principally to data communications
products, which are the most likely to be subject to obsolescence resulting
from rapid technological change. At September 30, 1997, these products
constituted less than 7% of inventory.

ENVIRONMENTAL RISKS

The Company's facilities and operations are subject to federal, state and
local laws and regulations relating to environmental protection
("Environmental Laws") and health and human safety. Certain of these laws and
regulations may impose strict, joint and several liability on certain persons
for the cost of investigation or remediation of contaminated properties,
meaning that a person could be liable for more than its pro rata share of such
costs regardless of fault. These persons may include present or future owners
and operators of properties, and persons that arranged for the disposal of
hazardous substances. In addition, the disposal of certain products
distributed by the Company, such as ballasts, fluorescent lighting and
batteries, must comply with Environmental Laws. In connection with the
Acquisition, Westinghouse agreed to indemnify the Company for certain
liabilities under Environmental Laws resulting from conditions at the
Predecessor's branch locations and other real property at the time of the
Acquisition. By the terms of this indemnity, the Company is not entitled to
indemnification for claims made under the indemnity after February 27, 1996.
Based on its due diligence investigation, including environmental assessments,
the Company made a claim under this indemnity in the amount of approximately
$1.5 million, which Westinghouse is disputing. In connection with its
acquisition program, the Company acquires new branch locations, including
owned and leased real property which may carry with it certain liabilities
under Environmental Laws. It is the Company's practice to conduct due
diligence investigations in connection with such acquisitions, including
environmental assessments, and, where appropriate, to provide for contractual
indemnities. However, no assurance can be given that the Company will not
become subject to liabilities for environmental matters, including with
respect to conditions at its properties, that such liabilities will not be
material or that, where negotiated, contractual indemnities will be sufficient
to cover such liabilities.

RESTRICTIONS IMPOSED BY LENDERS

The Company's existing credit facilities and certain mortgage notes issued
to Westinghouse in connection with the Acquisition (the "Mortgage Notes")
contain covenants that limit the Company with respect to certain business
matters. Such covenants include, among other things, limitations on the
acquisition of new subsidiaries, the sale of assets, the incurrence of
additional debt and the payment of dividends. In addition, the Company's
senior credit facility requires the Company to meet certain financial tests
based on net worth, a funded

indebtedness to Consolidated EBITDA ratio and a fixed charge coverage ratio.
See "Description of Certain Indebtedness."

PRINCIPAL STOCKHOLDER

Upon completion of the Offerings, Fund IV will own approximately % of the
then outstanding common stock and will retain the power to control the
Company's corporate policies, the election of persons constituting its
management and Board of Directors, and the outcome of corporate actions
requiring stockholder approval. Immediately after the Offerings, three of the
Company's nine directors will be principals of CD&R. In addition, following
the Offerings, Fund IV will continue to have a contractual right to appoint an
observer to attend meetings of the Board of Directors of the Company. See
"Management--Directors and Executive Officers," "--Compensation Committee
Interlocks and Insider Participation," "Certain Transactions and
Relationships" and "Security Ownership by Management and Principal
Stockholders."

SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of the Offerings, shares of Class A Common Stock will be
issued and outstanding and shares of Class A Common Stock will be issuable
upon the exercise of outstanding stock options. After the expiration of a 180-
day "lock-up" period to which substantially all of the Company's current
stockholders and option holders are subject, such holders will in general be
entitled to dispose of their shares (including the shares underlying such
options), although the shares of Class A Common Stock held by Fund IV and
other affiliates of the Company will continue to be subject to the volume and
other restrictions of Rule 144 under the Securities Act of 1933, as amended
(the "Securities Act"). Sales of substantial amounts of Class A Common Stock,
or the perception that such sales could occur at the expiration of such 180-
day period, may materially adversely affect the market price of the Class A
Common Stock prevailing from time to time. In addition, under the Registration
and Participation Agreement, dated as of February 28, 1994 (the "Registration
and Participation Agreement"), among the Company, Fund IV and the existing
stockholders of the Company, the Company's existing stockholders and option
holders have certain demand registration rights and "piggy-back" registration
rights in connection with future offerings of Class A Common Stock. See
"Shares Eligible for Future Sale" and "Underwriting."

NO PRIOR PUBLIC MARKET; POSSIBLE VOLATILITY OF STOCK PRICE

Prior to the Offerings, there has been no public market for the Class A
Common Stock. Although the Company will make an application for listing the
Class A Common Stock on the New York Stock Exchange, no assurance can be given
that an active trading market will be created or sustained. The initial public
offering price will be determined by negotiations among the Company, the
Selling Stockholders and representatives of the Underwriters based on several
factors and will not necessarily reflect the market price of the Class A
Common Stock following the Offerings. Due to the absence of any prior public
market for the shares of Class A Common Stock, there can be no assurance that
the initial public offering price will correspond to the price at which the
shares of Class A Common Stock will trade in the public market subsequent to
the Offerings. See "Underwriting."

The market price for shares of the Class A Common Stock may be volatile and
may fluctuate based upon a number of factors including, but not limited to,
the Company's operating performance, news announcements or changes in general
economic and market conditions. In addition, the stock market in recent years
has experienced extreme price and volume fluctuations that often have been
unrelated or disproportionate to the operating performance of companies. These
fluctuations may materially adversely affect the market price of the Class A
Common Stock.

DILUTION

Purchasers of Class A Common Stock in the Offerings will experience
immediate and substantial dilution in the net tangible book value of their
Class A Common Stock. At an initial public offering price of $ per share,
purchasers of shares in the Offerings will experience dilution in net tangible
book value of $ per share. See "Dilution."

USE OF PROCEEDS

The Company will not receive any proceeds from the sale of shares by the
Selling Stockholders. At the time of the Acquisition, the Company agreed to
assume the costs of the Offerings (other than the underwriting discount) and
to pay certain fees and expenses in connection with the sale of shares by the
Selling Stockholders. See "Selling Stockholders."

DIVIDEND POLICY

CDW has never declared or paid any dividends on the Class A Common Stock and
has no current plans to pay dividends on the Class A Common Stock. The Company
presently intends to retain earnings to support the growth of the Company's
business. The payment of any future dividends will be determined by the Board
of Directors in light of conditions then existing, including the Company's
earnings, financial condition and capital requirements, restrictions in
financing agreements, business conditions, certain corporate law requirements
and other factors.

CDW is a holding company and thus its ability to pay dividends on the Class
A Common Stock depends on its subsidiaries' ability to pay dividends to CDW.
The Company's financing agreements generally restrict the payment of dividends
by CDW's subsidiaries to CDW or by CDW to its shareholders. See "Description
of Certain Indebtedness."

CAPITALIZATION

The following table sets forth the consolidated capitalization of the
Company as of September 30, 1997. This table should be read in conjunction
with the Consolidated Financial Statements and the notes thereto included
elsewhere in this Prospectus.

SEPTEMBER 30, 1997
------------------------------------
HISTORICAL PRO FORMA (1)
---------- -----------------
(UNAUDITED)
(IN MILLIONS, EXCEPT SHARE DATA)

LONG-TERM DEBT:
Borrowings under Credit Facilities..... $ 248.2 $ 248.2
Mortgage Notes......................... 64.2 64.2
Other.................................. 2.3 --
---------------- ----------------
Total long-term debt.................. 314.7 312.4
---------------- ----------------
REDEEMABLE COMMON STOCK................. 40.3 --
STOCKHOLDERS' EQUITY:
Class A Common Stock, $.01 par value,
2,000,000 shares authorized, 1,020,072
issued and outstanding (2)............ -- --
Class B Common Stock, $.01 par value,
2,000,000 shares authorized, none
issued and outstanding................ -- --
Additional paid-in capital............. 93.3 104.2
Other stockholders' equity............. 2.2 2.2
Retained earnings...................... 48.1 79.8
---------------- ----------------
Total stockholders' equity............ 143.6 186.2
---------------- ----------------
Total capitalization................ $ 498.6 $ 498.6
================ ================

- --------
(1)Reflects the pro forma capitalization of the Company at September 30, 1997,
after giving effect to (a) the termination of the redemption feature of
certain common shares upon the consummation of the Offerings and (b) the
issuance of shares of Class A Common Stock upon the conversion of
certain convertible notes issued in connection with prior acquisitions,
which by their terms will mandatorily convert into shares of Class A Common
Stock at the initial public offering price upon consummation of the
Offerings. See "Description of Certain Indebtedness--Acquisition Notes."
(2)Does not include shares of Class A Common Stock issuable upon the
exercise of stock options outstanding at September 30, 1997. See
"Management--Stock Option Plan."

DILUTION

As of September 30, 1997 the Company's pro forma net tangible book value was
$ or $ per share, after giving effect to (i) the termination of the
redemption feature of certain common shares upon the consummation of the
Offerings and (ii) the issuance of shares of Class A Common Stock upon the
conversion of certain convertible notes issued in connection with prior
acquisitions, which by their terms will mandatorily convert into shares of
Class A Common Stock at the initial public offering price upon consummation of
the Offerings (the "Acquisition Notes"). After giving effect to estimated
expenses of $ million payable by the Company in connection with the
Offerings, pro forma net tangible book value of the Company at September 30,
1997 would have been $ million or $ per share of Common Stock. Assuming
an initial public offering price of $ per share of Class A Common Stock,
there would have been an immediate dilution of $ per share to purchasers of
the shares of Class A Common Stock in the Offerings ("New Investors").
Dilution is determined by subtracting adjusted net tangible book value per
share after the Offerings from the amount of cash paid by a New Investor for
one share of Class A Common Stock. The following table illustrates the per
share dilution:

Initial public offering price per share........................... $
Pro forma net tangible book value per share before the Offerings
(1).............................................................. $
Decrease in net tangible book value per share attributable to the
Offerings........................................................
---
Pro forma net tangible book value per share after the Offerings...
---
Dilution per share to New Investors............................... $

- --------
(1) Net tangible book value per share as of a specified date represents net
tangible assets (total tangible assets less total liabilities) divided by
the number of shares of Class A Common Stock assumed to be then
outstanding.

The following table summarizes on a pro forma basis as of September 30,
1997, after giving effect to the issuance of Class A Common Stock upon
conversion of the Acquisition Notes in connection with the Offerings, the
differences between the existing stockholders and the New Investors with
respect to the number of shares of Class A Common Stock purchased, the total
consideration paid and the average price paid per share.

SHARES PURCHASED TOTAL CONSIDERATION
------------------- ---------------------- AVERAGE PRICE
NUMBER PERCENT AMOUNT PERCENT PAID PER SHARE
-------- -------- --------- ---------- --------------

Existing Stockholders... % % $
New Investors...........
-------- -------- --------- ---------
Total.................. % $ %
======== ======== ========= =========

As of September 30, 1997, an aggregate of shares of Class A Common Stock
were issuable upon the exercise of outstanding options at a weighted-average
exercise price of $ per share. If all options outstanding at September 30,
1997 were exercised or converted, the pro forma net tangible book value per
share immediately after completion of the Offerings would be $ . This
would represent an immediate dilution of $ per share to New Investors. See
"Management--Stock Option Plan," "--Stock Option Plan for Branch Employees"
and "Description of Certain Indebtedness--Acquisition Notes."

SELECTED FINANCIAL DATA

The following table sets forth (i) selected historical consolidated
financial data of the Predecessor as of and for the fiscal years ended
December 31, 1992 and 1993 and as of and for the two months ended February 28,
1994 and (ii) selected historical consolidated financial data of the Company
as of and for the ten months ended December 31, 1994, as of and for the fiscal
years ended December 31, 1995 and 1996 and as of and for the nine months ended
September 30, 1996 and 1997. The selected historical consolidated financial
data of the Predecessor have been derived from the Predecessor's financial
statements, which have been audited by the Predecessor's accountants. The
selected historical consolidated financial data of the Company as of and for
the ten months ended December 31, 1994 and as of and for the fiscal years
ended December 31, 1995 and 1996 have been derived from the Company's
consolidated financial statements, which have been audited by Coopers &
Lybrand L.L.P. The selected historical consolidated financial data of the
Company as of and for the nine months ended September 30, 1996 and 1997 have
been derived from unaudited interim consolidated financial statements of the
Company and include, in the opinion of management, all adjustments (consisting
only of normal recurring accruals) necessary for a fair presentation of the
results of operations and financial position for and as of the end of such
periods. Results of operations for the interim periods are not necessarily
indicative of the results to be expected for the full year or for any future
period. The adjusted combined selected data for 1994 combines the audited
results of operations of the Predecessor for the two months ended February 28,
1994 and of the Company for the ten months ended December 31, 1994. The
adjusted combined selected data for the year ended December 31, 1994 does not
purport to represent what the Company's consolidated results of operations
would have been if the Acquisition had actually occurred on January 1, 1994.
See the Consolidated Financial Statements of the Company and the accompanying
notes thereto included elsewhere in this Prospectus and "Management's
Discussion and Analysis of Financial Condition and Results of Operations."

SELECTED FINANCIAL DATA
(IN MILLIONS, EXCEPT SHARE DATA)

THE PREDECESSOR (1) THE COMPANY THE COMPANY
------------------------------- ------------ ADJUSTED ---------------------------------------
TWO MONTHS TEN MONTHS COMBINED
YEAR ENDED ENDED ENDED YEAR ENDED YEAR ENDED NINE MONTHS ENDED
DECEMBER 31, FEBRUARY 28, DECEMBER 31, DECEMBER 31, DECEMBER 31, SEPTEMBER 30,
----------------- ------------ ------------ ------------ ------------------- -------------------
1992 1993 1994 1994 1994 (2) 1995 1996 1996 1997
-------- -------- ------------ ------------ ------------ --------- --------- --------- ---------
(UNAUDITED)

INCOME STATEMENT
DATA:
Sales, net...... $1,608.7 $1,570.8 $237.3 $1,398.5 $1,635.8 $ 1,857.0 $ 2,274.6 $ 1,668.3 $ 1,916.1
Gross profit.... 261.5 238.1 32.5 230.0 262.5 321.0 405.0 295.7 340.0
Selling, general
and
administrative
expenses....... 220.6 241.2 34.9 197.7 232.6 258.0 326.0 239.1 272.5
Depreciation and 8.3 7.9 1.2 7.5 8.7 7.3 10.8 7.9 8.4
amortization... -------- -------- ------ -------- -------- --------- --------- --------- ---------
Income (loss)
from
operations..... 32.6 (11.0) (3.6) 24.8 21.2 55.7 68.2 48.7 59.1
Other income and
expense, net... 2.0 1.7 -- -- -- -- -- -- --
Interest
expense, net 15.6 14.2 2.4 17.6 20.0 15.8 17.4 12.9 14.9
(3)............ -------- -------- ------ -------- -------- --------- --------- --------- ---------
Income (loss)
before income
taxes.......... 19.0 (23.5) (6.0) 7.2 1.2 39.9 50.8 35.8 44.2
Income (loss)
before
cumulative
effect and
extraordinary
charge......... 11.5 (13.8) (4.1) 3.6 (0.5) 25.1 32.5 22.8 26.6
Cumulative
effect of
change in
accounting, net
of taxes (4)... -- 1.6 -- -- -- -- -- -- --
Extraordinary
charge, net of -- -- -- -- -- 8.1 -- -- --
taxes (5)...... -------- -------- ------ -------- -------- --------- --------- --------- ---------
Net income $ 11.5 $ (15.4) $ (4.1) $ 3.6 $ (0.5) $ 17.0 $ 32.5 $ 22.8 $ 26.6
(loss) (6)..... ======== ======== ====== ======== ======== ========= ========= ========= =========
Earnings per
common share
before
extraordinary
charge, net of
taxes.......... -- -- -- $ 2.84 -- $ 16.43 $ 22.57 $ 15.54 $ 9.05
Net earnings per
common share
(7)............ -- -- -- 2.84 -- 8.85 22.57 15.54 9.05
Shares used in
per share
calculation.... -- -- -- 980,402 1,064,803 1,122,332 1,121,393 1,162,118
PRO FORMA DATA
(8):
Pro forma
earnings per
common share
before effect
of redeemable
common stock
and
extraordinary
charge, net of
taxes.......... -- -- -- $ 3.68 -- $ 23.60 $ 28.93 $ 20.30 $ 22.90

BALANCE SHEET
DATA:
Adjusted working
capital (9).... $ 244.5 $ 224.8 $228.7 $ 196.5 $ 222.5 $ 291.6 $ 276.2 $ 335.9
Total assets.... 545.7 521.0 504.5 533.7 581.3 773.5 746.0 896.3
Total long-term
debt........... -- -- -- 180.6 172.0 260.6 260.1 314.7
Redeemable
common stock
(8)............ -- -- -- 6.1 16.2 24.5 18.6 40.3
Stockholders'
equity......... -- -- -- 105.0 107.9 133.2 128.5 143.6

- -------
(1) Presents consolidated financial data of the Predecessor for the periods
prior to the Company's acquisition of substantially all of the assets and
certain liabilities of the Predecessor, effective February 28, 1994. See
"Certain Transactions and Relationships--Westinghouse." Consolidated
financial data of the Predecessor have been derived from the Predecessor's
consolidated financial statements, which have been audited by the
Predecessor's accountants. The Commission, in Staff Accounting Bulletin
Number 55 (SAB 55), requires that historical financial statements of a
subsidiary, division or lesser business component of another entity
include certain expenses incurred by the parent on its behalf. These
expenses include officer and employee salaries; rent; depreciation;
advertising; accounting and legal services; other selling, general and
administrative expenses; and other such expenses. The financial statements
of the Predecessor include such adjustments, estimates or allocations as
the management of the Predecessor's parent company believed necessary to
reflect these expenses. Because of such items, certain aspects of the
consolidated results of operations for periods prior to the period
beginning February 28, 1994 are not comparable with those for subsequent
periods.

(footnotes continued on following page)

(2) Presents adjusted combined results of operations of the Predecessor for
the two months ended February 28, 1994 and of the Company for the ten
months ended December 31, 1994. The adjusted combined operations data
does not purport to represent what the Company's consolidated results of
operations would have been if the Acquisition had actually occurred on
January 1, 1994.
(3) The Predecessor received a charge from its parent company in the form of
interest expense for the portion of the parent company investment that,
for internal reporting purposes, represented debt. For the years ended
1992 and 1993 and the two months ended February 28, 1994, approximately
40% of the average parent company investment was considered to be debt
for internal reporting purposes. The effective annual interest rates for
all periods was approximately 10%. This method of reporting interest
expense for internal reporting purposes is not necessarily indicative of
interest expense that would have been incurred had the Predecessor
operated as a separate stand-alone entity.
(4) Represents a charge, net of deferred taxes, for the cumulative effect of
a change in accounting for postemployment benefits at January 1, 1993.
(5) Represents a charge, net of taxes, relating to the write-off of
unamortized debt issuance and other costs associated with the early
termination of debt.
(6) The Predecessor's results of domestic operations were included in the
consolidated U.S. federal income tax return of its parent. The
Predecessor's results of operations in Puerto Rico and certain operations
in Canada were also included with other operations of the Predecessor's
parent in the tax returns in those jurisdictions. For operations that did
not pay their own income tax, the Predecessor's parent internally
allocated income tax expense at the statutory rate after adjustment for
state income taxes and several other items. The income tax expense and
other tax-related information in the Predecessor's consolidated financial
statements were calculated as if the Predecessor had not been eligible to
be included in the consolidated tax returns of its parent (i.e., on a
"stand-alone" basis). The calculation of tax provisions and deferred
taxes necessarily required certain assumptions, allocations and estimates
that the Predecessor's management believed were reasonable to accurately
reflect the tax reporting for the Predecessor as if a stand-alone
taxpayer.
(7) For a description of the calculations of net earnings per common share,
see Note 2 of Notes to Consolidated Financial Statements included
elsewhere in this Prospectus.
(8) Pro forma data represent earnings per common share calculated before the
effect of the extraordinary charge and the redeemable common stock as
described in Note 9 of Notes to Consolidated Financial Statements. Under
certain conditions, the holders thereof have the right to require the
Company to repurchase all of the redeemable shares and the exercisable
portion of options. As a result of this redemption feature, the Company
has provided for a reduction in earnings available to common stockholders
to record the potential future repurchase obligation based on the annual
increase in the fair value of the shares and exercisable options. These
repurchase rights terminate upon consummation of an initial public
offering. The accumulated reclassifications ($40.3 million at September
30, 1997) will be reversed upon consummation of the Offerings to increase
paid-in capital and retained earnings, and the appreciation on redeemable
common stock will be added back to earnings available to common
stockholders.
(9) Defined as trade accounts receivable plus inventories less accounts
payable.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

WESCO is the second largest electrical wholesale distributor in North
America with approximately 320 branches located in 48 states and nine Canadian
provinces. The Company sells over 210,000 products, sourced from over 6,000
suppliers, to more than 130,000 active customers. WESCO complements its
product offerings with a range of services and procurement solutions. Growth
in revenue is dependent upon several factors, including industry trends,
general economic conditions and the ability of the Company to grow market
share and consummate acquisitions. From 1993 to 1996 the Company's sales rose
by 13.1% on a compound annual basis, while industry sales grew at a compound
annual rate of 10.4% during the same period. The Company's ability to outpace
the growth in the industry has resulted primarily from the launching of an
aggressive acquisition program, which has added over $500 million in
annualized sales since August 1995. The majority of these acquisitions
occurred in 1996 and, as such, have had a greater effect on periods beginning
with 1996.

The Company's sales can be categorized as stock sales, special orders or
direct shipments. Stock sales are filled directly from branch inventory and
usually represent 40% to 45% of total sales. Direct ship orders are shipped to
the customer by the manufacturer since generally they involve large orders or
products that are too bulky to be easily handled and also represent 40% to 45%
of total sales. Special orders are for products that are not ordinarily
stocked in branch inventories and are ordered from the manufacturer pursuant
to a customer's request. Special orders represent the remainder of total
sales. Gross profit margins on stock and special order sales are approximately
50% higher than those on direct ship sales. Although direct ship margins are
lower, operating profits are comparable since the inventory and handling costs
associated with direct shipments are lower.

The Company pays its sales force commissions based on a standard percent of
billing margin dollars. Since stock and special order sales are typically at
higher gross profit margins than direct ship sales, the commissions paid are
also higher as a percent of sales.

Since CDW acquired WESCO in early 1994, the Company has experienced a
significant improvement in its income from operations, which has more than
doubled from 1.3% of sales in 1994 to 3.0% of sales in 1996. This margin
improvement has resulted primarily from (1) better leveraging of the Company's
existing infrastructure due to growth in sales, (2) focusing on higher margin
products and services such as National Accounts and (3) acquisitions of
companies with average operating margins in excess of that for WESCO's
existing business.

At September 30, 1997, the Company's net adjusted working capital investment
was $335.9 million, composed of $361.1 million in accounts receivable and
$307.1 million in inventory, offset by $332.3 million in accounts payable. The
Company is implementing a number of initiatives designed to improve its
working capital performance, primarily in the area of inventory management.
Such initiatives include (1) coordinating purchasing and inventory investment
activities among groups of branches or "districts," (2) upgrading the logic of
the automated stock replenishment programs used to supply branches from the
distribution centers, (3) negotiating improved inventory return and
consignment arrangements with important suppliers, (4) increasing the use of
preferred suppliers and (5) shortening and stabilizing lead times between
order and delivery from suppliers.

The Company has historically financed its acquisitions, new branch openings,
working capital needs and capital expenditures through internally generated
cash flow and borrowings under its credit facilities. During the initial phase
of an acquisition or new branch opening, the Company typically incurs expenses
related to installing or converting information systems, training employees
and other initial operating activities. In some acquisitions, the Company may
incur expenses in connection with the closure of any of its own redundant
branches. Historically, the costs associated with opening new branches, and
closing branches in connection with certain acquisitions, have not been
material. The Company has accounted for its acquisitions under the purchase
method of accounting.

RESULTS OF OPERATIONS

Information for the year ended December 31, 1994 has been derived by
combining data for the two months ended February 28, 1994 with the ten months
ended December 31, 1994 (Adjusted Combined). This computation permits
comparison between the results for 1994, 1995 and 1996. The financial data for
the two months ended February 28, 1994 were prepared on a "carve-out" basis of
accounting where certain items, historically incurred by the Predecessor's
parent company, were allocated to the Predecessor as the management of the
Predecessor's parent company believed appropriate to fairly reflect the
financial results. On February 28, 1994 the Company began stand-alone
operations and eliminated such allocated costs. As a result of these factors,
operating data after such date are not, in certain respects, directly
comparable to periods ending at or prior to February 28, 1994. The following
table sets forth the percentage relationship to net sales of certain items in
the Company's Statement of Income for the periods presented:

NINE MONTHS
ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
------------------------- --------------
1994 1995 1996 1996 1997
------- ------- ------- ------ ------

Sales, net.......................... 100.0% 100.0% 100.0% 100.0% 100.0%
Gross profit........................ 16.0 17.3 17.8 17.7 17.8
Selling, general and administrative
expenses........................... 14.7 14.3 14.8 14.8 14.7
------- ------- ------- ------ ------
Income from operations.............. 1.3 3.0 3.0 2.9 3.1
Interest expense.................... 1.2 0.9 0.8 0.8 0.8
------- ------- ------- ------ ------
Income before income taxes.......... 0.1 2.1 2.2 2.1 2.3
Income taxes........................ 0.1 0.8 0.8 0.8 0.9
------- ------- ------- ------ ------
Income before extraordinary charge.. -- 1.3 1.4 1.3 1.4
Extraordinary charge, net of taxes.. -- 0.4 -- -- --
------- ------- ------- ------ ------
Net income.......................... -- 0.9% 1.4% 1.3% 1.4%
======= ======= ======= ====== ======

NINE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO NINE MONTHS ENDED SEPTEMBER
30, 1996

NET SALES. Sales for the nine months ended September 30, 1997 were $1,916.1
million, compared with $1,668.3 million for the nine months ended September
30, 1996. This represented an increase of $247.8 million, or 14.9%. Sales of
comparable branches (those open throughout both periods) rose 6.8%, with
branches in the United States and Canada increasing 7.0% and 4.9%,
respectively. Within the United States, the branches with a high volume of
sales to utility customers experienced a somewhat higher level of comparable
branch sales. The remaining sales increase can be attributed primarily to the
nine companies acquired since the beginning of 1996. Sales of product from
stock rose 23%, as compared to the prior period, increasing the mix of stock
sales three percentage points to 48% of total sales. This was a result of
several ongoing initiatives designed to increase stock sales, such as the
continued emphasis on growing National Account sales, and, to a lesser extent,
the impact of acquired company sales, which have tended to have a higher mix
of stock sales. Direct ship sales rose 4% over the prior period. This sales
increase was below that experienced by the Company in other areas and was
primarily due to the slower growth in the non-residential construction market
for commercial and industrial projects, which constitutes the majority of
direct ship sales.

GROSS PROFIT. Gross profit for the 1997 period was $340.0 million, compared
with $295.7 million for the 1996 period. The increase of $44.3 million, or
15.0%, was primarily due to the higher sales volume in the 1997 period from
both acquisitions and comparable branch operations. Gross profit as a
percentage of sales increased to 17.8% in the 1997 period from 17.7% in the
comparable 1996 period. In the 1996 period, approximately $9.3 million of
gross profit was recorded in connection with a one-time international
construction project with a gross profit margin that was substantially higher
than the Company's usual margins on large construction projects.

Without this international order, the Company's gross profit margin would have
been 17.6% in the 1996 period, compared to 17.8% for the 1997 period. The
increase in the gross profit margin was primarily due to the increase in the
mix of higher margin stock sales.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses for the 1997 period were $280.9 million, compared with
$247.0 million in 1996. This increase of $33.9 million, or 13.7%, was
primarily due to expenses associated with the companies acquired in 1997 and
1996. Selling, general and administrative expenses as a percentage of sales
decreased to 14.7% in 1997 from 14.8% in 1996. The decrease was primarily due
to better leveraging of the Company's existing infrastructure. Depreciation
and amortization increased by $0.5 million as a result of recent acquisitions.

INTEREST EXPENSE. Interest expense increased by $2.0 million primarily due
to the higher levels of borrowings outstanding associated with the
acquisitions made since the beginning of 1996, partially offset by lower
interest rates during the 1997 period.

INCOME TAXES AND NET INCOME. The effective tax rate was 39.7% for the nine
months ended September 30, 1997 compared to 36.3% for the same period in 1996.
The increase in the effective tax rate was primarily due to the reduction of a
valuation allowance for deferred tax assets in 1995 and 1996, which had the
effect of reducing the income tax rate during those periods. The Company began
its operations as a stand-alone entity in early 1994 with no history of
generating taxable income. Accordingly, a valuation allowance was established
for the net deferred tax assets that were generated during 1994. In 1995 and
1996, as the Company subsequently demonstrated an ability to utilize such
deferred tax assets, the valuation allowance was reduced and had the effect of
reducing the effective tax rate for both 1995 and 1996. Since the valuation
allowance was reduced to zero during 1996, there was no similar effect on the
1997 tax rate. Net income in the 1997 period increased $3.8 million, or 16.7%,
to $26.6 million from $22.8 million in the 1996 period, primarily as a result
of the increase in gross profit, partially offset by the increase in operating
expenses and a higher effective tax rate.

1996 COMPARED TO 1995

NET SALES. Sales for the year ended December 31, 1996 were $2,274.6 million,
an increase of $417.6 million, or 22.5%, from $1,857.0 million for the year
ended December 31, 1995. Approximately 74% of the sales increase was
attributable to the seven acquisitions made during 1996 as well as the full-
year effect of the two acquisitions made in the second half of 1995. The
balance of the sales increase was due to the continued growth in the base of
the existing business, with no significant differences in the growth rates of
the various markets. Comparable branch sales increased 3.8% during the period,
with branches in the United States increasing at a 5.1% rate and Canada
declining at a 3.0% rate, reflecting a decline in the Canadian market overall,
particularly for the construction project business.

GROSS PROFIT. Gross profit for 1996 of $405.0 million increased 26.2%, or
$84.0 million, over the $321.0 million recorded in 1995. The increase in gross
profit was primarily due to the increase in sales discussed above. As a
percent of sales, gross profit increased to 17.8% in 1996 from 17.3% in 1995.
The one-time international construction project discussed above increased the
gross profit margin by 0.2 percentage points. Without this project, the
Company's gross profit margin would have been 17.6% in 1996. The remainder of
this increase in the gross profit margin was attributable to the higher mix of
stock sales in the acquired companies, which sales typically have higher
margins.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased $71.5 million, or 27.0%, to $336.8 million
in 1996 from $265.3 million in 1995. This increase was primarily due to the
expenses associated with the acquisitions discussed above, including $1.7
million of additional amortization of goodwill. As a percent of sales,
selling, general and administrative expenses increased to 14.8% in 1996 from
14.3%. This increase was primarily due to the higher expense rate of the
acquired companies, typically associated with their higher stock sales mix.

INTEREST EXPENSE. Interest expense increased $1.6 million in 1996 to $17.4
million from $15.8 million in 1995 primarily due to the increased level of
borrowings outstanding as a result of the nine companies acquired in 1995 and
1996, partially offset by lower interest rates during 1996.

INCOME TAXES AND INCOME BEFORE EXTRAORDINARY CHARGE. The effective tax rate
was 36.1% for 1996, compared to 37.0% for 1995. Income before extraordinary
charge increased $7.4 million, or 29.5%, to $32.5 million in 1996 from $25.1
million in 1995. This increase was due to the higher sales and gross profit
partially offset by the higher selling, general and administrative expenses
discussed above.

EXTRAORDINARY CHARGE. During 1996, the Company refinanced its revolving
credit facilities and, as a result, wrote off $8.1 million, representing
unamortized debt issuance costs net of applicable taxes.

1995 COMPARED TO ADJUSTED COMBINED 1994

NET SALES. Sales of $1,857.0 million in 1995 increased $221.2 million, or
13.5%, over the $1,635.8 million recorded in 1994. This increase was primarily
due to the strong growth experienced by the Company in its existing branch
operations. The Company's comparable branch sales grew by 14.6% in 1995
compared to 1994, with sales in the United States and Canada increasing 15.3%
and 10.2%, respectively. Two acquisitions, completed late in 1995, also
contributed approximately $15.0 million to sales during 1995.

GROSS PROFIT. Gross profit for 1995 of $321.0 million increased $58.5
million, or 22.3%, from the $262.5 million recorded in 1994. The gross profit
margin increased to 17.3% in 1995 from 16.0% in 1994, an improvement of 1.3
percentage points. This increase was due to a successful program the Company
initiated during 1995 to reduce inbound transportation costs as a percent of
sales and to a significant increase in supplier volume rebates associated with
the increased sales volumes and new preferred supplier arrangements. The
remainder of the increase was due to the reversal of the inventory step-up
recorded as a purchase accounting adjustment to the Company's opening balance
sheet, made as a result of the acquisition by CDW of WESCO, that had the
effect of reducing 1994 gross profit.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased by $24.0 million, or 9.9%, to $265.3 million
in 1995 from $241.3 million in 1994. The increase was primarily due to the
expenses associated with the increase in sales and related activities
including wages, commissions and other incentive compensation. To a lesser
extent, the increase was also associated with the two acquisitions made in
late 1995. As a percent of sales, these expenses decreased to 14.3% in 1995
from 14.7% in 1994. The expense rate decline was due to the expenses growing
more slowly than the sales increase, discussed above, as the Company was able
to leverage its existing expense infrastructure over a larger sales base.

INTEREST EXPENSE. Interest expense in 1995 decreased $4.2 million to $15.8
million from $20.0 million in 1994. The decrease was primarily due to the
Company reducing its average outstanding borrowings as a result of cash flow
generated from earnings and reductions in net working capital.

INCOME TAXES AND INCOME BEFORE EXTRAORDINARY CHARGE. The effective tax rate
was 37.0% for the year ended December 31, 1995. During the ten months ended
December 31, 1994, the Company's effective tax rate was 50.0%. The majority of
this change resulted from non-deductible permanent differences on lower pre-
tax income. In 1995, income before extraordinary charge rose to $25.1 million
from a loss of $0.5 million, representing an improvement of $25.6 million.
This change was a result of the significant increase in comparable branch
sales and gross profit discussed above, offset by the increase in expenses.

LIQUIDITY AND CAPITAL RESOURCES

The Company's liquidity needs arise from seasonal working capital
requirements, capital expenditures, interest and principal payment obligations
and acquisitions. The Company has historically met its liquidity and capital
investment needs with internally generated funds and borrowings under its
existing credit facilities.

For the nine months ended September 30, 1997, cash used for operating
activities was $6.4 million compared to cash provided by operating activities
of $5.2 million for the nine months ended September 30, 1996. The decrease in
cash flows from operating activities was primarily due to the $36.1 million
increase in net working capital offset by the $26.6 million in net income. The
$42.3 million increase in receivables was, for the most part, due to the
increased level of sales. The $38.0 million increase in inventories was due,
in part, to the increased sales. Also, the Company increased its inventory
investment in its five regional distribution centers by approximately $13.6
million during 1997, primarily in connection with the addition of certain
supplier lines historically purchased directly by the branches. This initial
increased investment is typical and will be offset as the Company reduces its
existing investment in those supplier lines at the branch locations.

Net cash used in investing activities was $23.1 million for the nine months
ended September 30, 1997, compared to $90.7 million for the nine months ended
September 30, 1996. The primary reason for the cash used in investing
activities for the periods presented was acquisitions. The Company used $16.2
million and $84.8 million for acquisitions in the periods ended September 30,
1997 and 1996, respectively. The decrease was due to the reduced number of
completed acquisitions in the 1997 period versus 1996.

The Company's capital expenditures, excluding acquisitions, for the nine
months ended September 30, 1997 were $8.2 million as compared to $6.7 million
for the nine months ended September 30, 1996. Such capital expenditures were
primarily for branch and distribution center facility improvements, forklifts
and delivery vehicles and computer equipment and software. The increase in
such expenditures reflects the necessary investments in fixed assets to
position the Company for its growth plans. Capital expenditures for fiscal
1998 are expected to total approximately $12.0 million.

The Company is in the process of modifying, upgrading or replacing its
computer software applications and systems to accommodate the "Year 2000"
changes required for correct recording of dates in the year 2000 and beyond.
The Company does not expect that the cost of its Year 2000 compliance program
will be material to its financial condition or results of operations. The
Company believes that it will be able to achieve compliance by early 1999, and
does not currently anticipate any material disruption in its operations. The
Company does not currently have any information concerning the compliance
status of its suppliers and customers. In the event that any of the Company's
significant suppliers or customers do not successfully achieve Year 2000
compliance, the Company's business or operations could be adversely affected.

Cash provided by financing activities decreased $35.8 million to $50.2
million for the nine months ended September 30, 1997 compared to $86.0 million
for the nine months ended September 30, 1996. The decrease was due to reduced
borrowings as a result of fewer completed acquisitions, and repayments on
existing borrowings.

At September 30, 1997, the Company had total long-term debt of $314.7
million. This indebtedness consisted of $248.2 million under existing credit
facilities, $64.2 million associated with two mortgage notes issued to
Westinghouse in connection with the Acquisition, and $2.3 million of notes in
connection with certain acquisitions. The weighted average interest rate on
the credit facilities at September 30, 1997 was 6.1%. This rate fluctuates
with the LIBOR, Bankers Acceptance and Prime based lending rates. The existing
credit facilities expire in February 2000 and have no principal payment
requirements prior to that date. The Company expects to fund the $60 million
aggregate purchase price of two acquisitions anticipated to close in January
1998 through $45 million of borrowings under its credit facilities and the
issuance of $15 million of its unsecured notes, maturing by mid-1999. The
mortgage notes mature in February 2001 with interest at approximately 8% per
annum, which is computed semi-annually and added to the principal amount of
the mortgage notes.

Management believes that, following the consummation of the Offerings, the
Company will have adequate resources and liquidity to meet its borrowing
obligations, fund all required capital expenditures and pursue its

business strategy for existing operations for the foreseeable future. However,
the Company may require additional funding in order to pursue significant
acquisition opportunities. Such acquisitions may be financed by bank
borrowings, public offerings or private placements of equity or debt
securities or a combination of the foregoing and may require the consent of
the Company's existing lenders. There can be no assurance that the Company
will be able to obtain such funds to finance significant future acquisitions.

INFLATION

The rate of inflation, as measured by changes in the consumer price index,
did not have a material effect on the sales or operating results of the
Company during the periods presented. However, inflation in the future could
affect the Company's operating costs. Price changes from suppliers have
historically been consistent with inflation and have had little impact on the
Company's profitability.

SEASONALITY

The Company's operating results are affected by certain seasonal factors.
Sales are typically at their lowest during the first quarter due to a reduced
level of construction activity during the winter months. Sales increase during
the warmer months beginning in March and continuing through November. Sales
drop again slightly in December as the weather cools and also as a result of
reduced level of activity during the holiday season. As a result, the Company
reports sales and earnings in the first quarter that are generally lower than
that of the remaining quarters.

QUARTERLY INFORMATION

The following table presents unaudited quarterly operating results for each
of the Company's last seven quarters as well as the percentage of the
Company's sales represented by each item. This information has been prepared
by the Company on a basis consistent with the Company's audited financial
statements and includes all adjustments (consisting only of normal recurring
adjustments) that management considers necessary for a fair presentation of
the data. These quarterly results are not necessarily indicative of future
results of operations. This information should be read in conjunction with the
Company's Consolidated Financial Statements and Notes thereto included
elsewhere in this Prospectus.

QUARTER ENDED
------------------------------------------------------
MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31
------------ ------------ ------------ ------------
(DOLLARS IN MILLIONS)

FISCAL 1996:
Sales, net.............. $477.1 100.0% $584.6 100.0% $606.6 100.0% $606.3 100.0%
Gross profit............ 89.3 18.7 102.4 17.5 104.0 17.1 109.4 18.0
Income from operations.. 15.2 3.2 16.9 2.9 16.6 2.7 19.5 3.2
Net income.............. 7.4 1.6 7.7 1.3 7.7 1.3 9.7 1.6
FISCAL 1997:
Sales, net.............. $576.7 100.0% $659.4 100.0% $680.0 100.0%
Gross profit............ 104.4 18.1 114.7 17.4 120.9 17.8
Income from operations.. 14.9 2.6 20.8 3.2 23.4 3.4
Net income.............. 6.1 1.1 9.5 1.4 11.0 1.6

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

In February 1997, the Financing Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per
Share." This Statement, which is effective for financial

statements issued for periods ending after December 15, 1997, establishes
standards for computing and presenting earnings per share ("EPS") and requires
restatement of all prior period EPS data presented. Management believes that
the implementation of the standard will not have a material effect on the
Company's consolidated financial statements.

In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive
Income," which establishes standards for reporting and displaying
comprehensive income and its components in a full set of general-purpose
financial statements. This Statement, which is effective for financial
statements issued for fiscal years beginning after December 15, 1997, requires
that all items that are required to be recognized under accounting standards
as components of comprehensive income be reported in a financial statement
that is displayed with the same prominence as other financial statements.
Additionally, the FASB issued SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information," which establishes standards for the way
that public business enterprises report information about operating segments
in annual financial statements and requires that those enterprises report
selected information about operating segments in interim financial reports.

These Statements, which are effective for financial statements for fiscal
years beginning after December 15, 1997, also establishes standards for
related disclosures about products and services, geographic areas and major
customers. Management is currently evaluating the implications of these
Statements.

BUSINESS

THE COMPANY

WESCO is a leading full-line provider of products and related services in
the electrical wholesale distribution industry with sales of $2.3 billion in
1996, an increase of more than $700 million since 1993. With its blend of
national capabilities and extensive local geographic coverage, WESCO
specializes in developing combined product and service solutions tailored to
meet the specific needs of each of its customers. The Company is the second
largest electrical wholesale distributor in North America and a leading
consolidator in this highly fragmented, $67 billion industry. Through a
network of approximately 320 branches located in 48 states and nine Canadian
provinces, supported by five regional distribution centers, WESCO is able to
serve virtually the entire U.S. and Canadian market. WESCO is particularly
well positioned to meet the complex procurement needs of multi-site customers
seeking total supply chain cost reduction through preferred alliances with
fewer suppliers.

WESCO offers a broad range of electrical, industrial and data communications
products and services to a large and diversified customer base including (1)
industrial companies from numerous manufacturing and process industries and
original equipment manufacturers ("OEMs"), including manufacturers of factory-
built homes and other modular structures, (2) contractors for industrial,
commercial and residential projects, (3) investor-owned utilities, municipal
power authorities and rural electric cooperatives and (4) commercial,
institutional and governmental customers. The Company maintains over 130,000
active customer accounts, and stocks and distributes over 210,000 products,
sourced from over 6,000 suppliers, ranging from basic wire to advanced
automation and control products. WESCO complements its product offerings with
a range of services and procurement solutions, including integrated supply,
where it manages all aspects of the customer's supply process, and electronic
commerce, where it employs technology to streamline business transactions.

INDUSTRY OVERVIEW

The electrical wholesale distribution industry serves customers in the
industrial, commercial, construction and utility markets. Electrical
wholesalers provide logistical and technical services for customers by
bundling together a wide range of products typically required for the
construction and maintenance of electrical supply networks, including wire,
lighting, distribution and control equipment and a wide variety of electrical
supplies. The wholesale channel enables customers to efficiently access a
broad range of products and has the capacity to deliver value-added services.
Customers now expect distributors to provide a broader and more complex
package of services as they seek to outsource non-core functions and achieve
measurable cost savings in purchasing, inventory and supply chain management.
As a result, electrical wholesalers have approximately doubled their share of
total electrical products sold in the United States during the period 1972 to
1997, and sales by electrical wholesalers now represent approximately 60% of
the U.S. electrical market.

The electrical wholesale distribution industry in the United States is
large, growing and highly fragmented. Industry sources estimate total
electrical wholesale distributor sales at $67 billion for 1997, which
represents a 9.6% compound annual growth rate over 1994 sales of $51 billion.
The four largest wholesale distributors in the United States, including WESCO,
control only 14% of total industry sales. No single distributor accounts for
more than 5% of industry sales, and 57% of such sales are generated by
distributors with less than $21 million

in annual sales. In contrast, the much smaller Canadian market has achieved a
high degree of concentration, with the top four distributors, including
WESCO's Canadian branches, representing 64% of the market. In the United
States, electrical distribution is still in the early stages of consolidation,
unlike many other wholesale distribution industries which have undergone
substantial consolidation in the past two decades, including electronics,
pharmaceuticals, laboratory and medical products, foodservice and grocery
supply.

WESCO, by virtue of its national and local capabilities, financial resources
and focused acquisition strategy, has the opportunity to lead industry
consolidation and capitalize on customer demand for value-added services and
procurement outsourcing.

BUSINESS STRATEGY

.LEVERAGE NATIONAL COORDINATION AND SCALE

WESCO, with its national branch network in both the United States and Canada
and the scale such network affords, has several competitive advantages:

NATIONAL ACCOUNTS. WESCO offers multi-site agreements with the scope
required by National Accounts--major customers such as Fortune 500 industrials
and large utilities, who seek to coordinate their maintenance, repair and
operating ("MRO") supplies purchasing activity across multiple locations.
National Accounts are estimated to generate over $350 million in sales in
1997, representing a compound annual growth rate of 20% since 1995.

PREFERRED SUPPLIER AGREEMENTS. WESCO enters into favorable preferred
supplier agreements which provide for improved payment terms, volume rebates,
marketing programs and geographic franchises.

SPECIALIZED SALES FORCES. WESCO has specialized and technical sales forces
to meet specific customer needs in National Accounts, data communications,
automation and control, energy management, integrated supply and major
construction projects. These sales forces are deployed and coordinated
nationally to support marketing initiatives, program management and value-
added services at the local branch level.

REGIONAL DISTRIBUTION CENTERS. WESCO provides same-day shipment of a broad
range of products to branches and direct to customers from five regional
distribution centers, offering opportunities for economies in logistics and
inventory management.

.ENCOURAGE LOCAL ENTREPRENEURSHIP AND FLEXIBILITY

A distributor's reputation is often determined at the local level, where
timely supply and customer service are critical. Accordingly, WESCO grants its
branch managers substantial autonomy in directing the branch sales force,
configuring inventories, selecting markets served and developing local service
options. Branches operate as separate profit and loss centers. WESCO's
incentive system strongly encourages growth and profitability at the branch
level, with a significant portion of the branch manager's compensation
incentive based.

While WESCO grants its branches a high degree of independence, they directly
support and participate in national initiatives such as National Account
sales, expansion of data communications product sales and marketing promotions
with select manufacturers. Branches also benefit from standardized computer
systems, preferred supplier agreements negotiated at the national level and a
Company-sponsored quality initiative that has led to ISO 9002 certification
for 85 branches. The Company believes that it has more ISO 9002 certified
locations than any other distributor in any industry.

.DELIVER VALUE-ADDED SERVICES

WESCO offers a comprehensive portfolio of supply management services
designed to create measurable value for its customers, including (1)
assignment of on-site support personnel, (2) outsourcing of the entire MRO
purchasing process, (3) inventory optimization programs, (4) participation in
joint cost savings teams, (5) energy-efficient product upgrades, (6) safety
and product training for customer employees and (7) process improvements using
automation solutions. Such services are in increasing demand from industrial
and utility customers seeking to improve asset utilization and reduce
operating costs.

In addition, WESCO is able to add accuracy and efficiency to its customer
transactions by incorporating technologies such as electronic data interchange
("EDI"), electronic cataloging (such as CD-ROM and Internet ordering), on-line
order entry and barcoded inventory replenishment.

.FOCUS ON MARKETS WHERE WESCO HAS DEVELOPED DISTINCTIVE COMPETENCIES

WESCO has developed distinctive competencies in several markets by aligning
its branch network by principal market served. Business strategies,
specialized personnel and locally tailored inventories are designed to match
each market's requirements. WESCO targets customers with large, complex
service and supply requirements in all markets where sophisticated sourcing,
project management and logistical support are needed. To serve such customers
effectively, the Company leverages its national capabilities, extensive local
penetration and breadth of products and services offered.

In the industrial market, WESCO has created a large National Accounts
organization and networks of branch managers who share best practices for
automotive, pulp and paper, petrochemical, steel, mining and food processing
customers. In the construction market, WESCO enjoys a strong reputation for
supporting customers on larger commercial and industrial projects with design
assistance, cost estimating, sourcing and project management.

In the utility market, cost and competitive pressures caused by industry
deregulation have created an opportunity for WESCO to provide both MRO
supplies and specialized electrical transmission and distribution products to
large utilities, who expect wholesalers to supply both outsourced services and
the distinctive products needed for maintenance of the electrical network.
Large investor-owned utilities, who have traditionally bought directly from
manufacturers, are under pressure to reduce their asset base and are shifting
purchases to distributors such as WESCO, who can help optimize inventory
levels and reduce costs. WESCO is the leading electrical wholesaler in this
market.

In the manufactured structures market, WESCO has a dedicated 17-branch
network that provides just-in-time supply of both electrical and non-
electrical products. WESCO is the leading electrical wholesaler in this market
and has received several customer awards for service excellence, including the
Fleetwood Enterprises' Circle of Excellence Award in each of the past four
years.

.DRIVE CONTINUOUS IMPROVEMENT IN PRODUCTIVITY AND PROFITABILITY

WESCO believes a successful business strategy must include a commitment to
continuous improvement in productivity and profitability. The Company is
emphasizing the widespread use of innovative and disciplined approaches to
managing its business processes, employee productivity and capital efficiency.
These continuous improvement initiatives include (1) regular "zero based" re-
evaluations of all facets of its business infrastructure, (2) activity-based
costing to more accurately measure and enhance profitability by customer,
supplier and other categories, (3) enhanced coordination of inventory
management among suppliers, branches and regional distribution centers, (4)
benchmarking, using competitive analysis and world-class best practices to set
appropriate standards for expense management, working capital and employee and
overall productivity, (5) increased investment in targeted areas such as sales
force management and company-wide training and development and (6) application
of technology to enhance information and decision support systems.

.LEAD INDUSTRY CONSOLIDATION

WESCO actively pursues acquisitions that complement its existing business.
The Company's acquisition strategy has been to (1) accelerate expansion into
key growth markets, (2) add important new customers, (3) enhance sales of
acquired branches by immediately broadening the product and service mix, (4)
expand local

presence to better serve existing customers, (5) increase scale and breadth of
relationships with manufacturers and (6) leverage existing infrastructure. The
Company considers strategic acquisitions on a continuous basis. Since August
1995, WESCO has completed 11 acquisitions with 78 branch locations and
annualized sales of over $500 million. Furthermore, as a result of these
acquisitions, the Company has added major supplier relationships with Allen-
Bradley, General Electric and Square D. Two further acquisitions are pending
subject to certain closing conditions, which would add 11 locations and $150
million in estimated annual sales.

STRATEGY FOR CONTINUED GROWTH

WESCO has increased sales by more than $700 million since year-end 1993, a
compound annual growth rate in excess of 13%. The Company's plans for
continued growth are as follows:

.EXPAND PRODUCT AND SERVICE OFFERINGS

WESCO intends to build on its demonstrated ability to introduce new products
and services to meet customer demands and market opportunities. For example,
the Company plans to expand its presence in the data communications market.
The premise wiring systems market, a product category of the total data
communications market, is large and growing, with estimated 1997 U.S. sales of
$2.6 billion, representing a compound annual growth rate since 1993 of
approximately 14%. In the past two years, WESCO has significantly increased
its focus on this market, generating estimated sales of $104 million in 1997,
up from $54 million in 1995. Led by its dedicated data communications sales
team of approximately 70 people, and leveraging its general sales force, the
Company intends to expand sales to new and existing customers, as well as
broaden its offerings into other data communications product lines, such as
outdoor wiring systems, active components and processors.

In addition, the Company plans to expand the number of integrated supply
programs with new and existing accounts. Given the success of its integrated
supply initiatives to date and the rapid growth in the demand for such
services anticipated by industry sources, WESCO sees a major opportunity to
develop additional customer relationships by leveraging its comprehensive
service and supply expertise.

.GROW NATIONAL PROGRAMS

WESCO has well-established National Account relationships with approximately
300 companies. National Accounts provide ongoing revenue through strategic
multi-year agreements. The Company believes that it can expand revenue
generated by its National Accounts program by (1) increasing its penetration
of existing National Accounts, (2) shortening ramp-up time to full
implementation, (3) adding new products to existing MRO agreements, (4)
expanding agreements to include capital projects and (5) extending the program
to new customers.

In addition, through its Major Projects Group, the Company plans to
intensify its focus on large construction projects, such as new stadiums,
industrial sites, wastewater treatment plants, airport expansions, healthcare
facilities and prisons. The Company intends to secure new contracts through
(1) aggressive national marketing of WESCO's demonstrated project management
capabilities, (2) further development of relationships with leading
construction and engineering firms and (3) close coordination with National
Account customers on their renovations and new construction projects.

.GAIN SHARE IN KEY LOCAL MARKETS

WESCO has identified key geographic markets with a substantial base of
potential customers and will use a combination of acquisitions, new branch
openings and heightened sales and marketing efforts to gain market share.
WESCO's executive marketing team, together with local branch managers, will
work to expand the Company's program of detailed market analysis and
opportunity identification on a branch-by-branch and product line basis. In
addition, the Company intends to leverage relationships with preferred
suppliers to increase sales of their products in local markets through various
initiatives including (1) sales promotions, (2) cooperative marketing efforts,
(3) direct participation in National Accounts implementation, (4) dedicated
sales forces and (5) product exclusivity.

.EXECUTE ACQUISITION STRATEGY

WESCO intends to lead consolidation in the fragmented electrical wholesale
distribution industry. Since adopting its acquisition strategy in August 1995,
the Company has been successful in adding more than $500 million in annualized
sales, and will continue to evaluate acquisition opportunities to achieve the
strategic objectives outlined under "--Business Strategy." After the
Offerings, the ability, where appropriate, to use its shares to finance
acquisitions should give the Company access to an expanded range of possible
acquisitions. The Company seeks acquisitions that will be accretive to
earnings and will significantly complement the organic growth of the business.
The 11 acquisitions completed by the Company to date have collectively been
accretive to its earnings.

. ACCESS INTERNATIONAL OPPORTUNITIES

WESCO believes in a pragmatic and profitable expansion of sales outside the
United States and Canada. The Company intends to limit risk and maximize
profit opportunities, principally by following its National Account customers
and key suppliers into their non-U.S. markets. For example, the Company has
opened a branch in Mexico City, where many current customers have plant
operations and where WESCO has been granted the highly regarded Allen-Bradley
franchise. Other opportunities to grow international sales include expanding
the network of independent export sales representatives outside of North
America, increasing the number of North American-based export sales offices
and building closer relationships with global engineering, procurement and
constructions firms.

ACQUISITIONS

In mid-1995 the Company launched its program to make acquisitions that
complement its existing business. See "--Business Strategy." Since August
1995, the Company has completed 11 acquisitions, with 78 branch locations and
annualized sales of over $500 million. Two further acquisitions are pending,
subject to certain closing conditions, which would add 11 locations and $150
million in annualized sales. These acquisitions and the key rationale for each
are summarized below.

NUMBER
OF ANNUAL
YEAR COMPANY HEADQUARTERS BRANCHES SALES (1) KEY RATIONALE
---- ------------------------ ----------------- -------- ---------- --------------------------------------------------
(MILLIONS)

1995 Fife Electric Detroit, MI 1 $ 42 Capitalized on strong relationships with auto
manufacturers and introduced Square D franchise.
Manufactured Housing Monroe, NC 1 5 Expanded product offering for
Supply Manufactured Structures customers.
1996 Murco, Inc. Monroe, LA 3 14 Leveraged systems integration capabilities
with paper and wastewater customers.
Standard Electric Bangor, ME 9 25 Improved coverage of pulp and paper
Company, Inc. National Accounts.
EESCO, Inc. Chicago, IL 36 288 Increased Midwest industrial presence and
introduced Allen-Bradley franchises.
Hamby-Young Aurora, OH 2 22 Introduced turnkey substation capabilities
into WESCO's branch network.
Nevada Electric Supply Las Vegas, NV 1 5 Expanded into growing Las Vegas market.
Power Supply, Inc. Houston, TX 5 20 Enhanced utility market share in Texas.
Ace Electric Jacksonville, FL 11 44 Expanded Allen-Bradley franchise in the Southeast.
1997 Diversified Electric Little Rock, AR 2 28 Further consolidated utility leadership in
Southeast.
Maydwell & Hartzell Brisbane, CA 7 24 Built utility leadership in West.
--- ----
TOTAL COMPLETED 78 517
Pending Avon Electrical Hauppauge, NY 2 80 Expand presence in metropolitan
Supplies, Inc. New York.
Brown Wholesale Electric Sun Valley, CA 9 70 Expand industrial/construction market
Company share in Southwest.
--- ----
TOTAL PENDING 11 150
--- ----
TOTAL 89 $667
=== ====

- --------
(1) Represents the Company's estimate of annual sales volume at the time of
acquisition, based on the Company's review of internal and/or audited
statements of the acquired business.

The largest acquisition completed to date was EESCO, Inc. ("EESCO"), the
eighth largest electrical wholesale distributor in the United States at the
time it was acquired by WESCO in April 1996. As a result of the EESCO
acquisition, WESCO increased coverage in the key Chicago and Minneapolis
markets, acquired important new supplier relationships (Allen-Bradley and
General Electric), increased scale and realized cost savings through the
consolidation of branches and the reduction of selling, general and
administrative expenses. WESCO has substantially increased the sales and
profitability of EESCO by (1) increasing investment capital for new and
existing EESCO branches, (2) expanding EESCO's technical support group and (3)
including EESCO branches in National Account programs and preferred supplier
agreements. Since its acquisition, EESCO's annual net sales have increased to
an estimated $342 million for 1997 from $288 million for 1995.

In December 1997, WESCO entered into definitive agreements to acquire the
electrical distribution businesses of Avon Electrical Supplies, Inc., and its
affiliates ("Avon Electrical") and Brown Wholesale Electric

Company ("Brown Wholesale"). Both transactions are scheduled to close in
January 1998, subject to certain closing conditions. Avon Electrical,
operating at two branch locations, is a leading distributor in the New York
metropolitan area. Brown Wholesale operates from seven branch locations in
California and Hawaii and two in Arizona, where it is the leader in the high-
growth Phoenix market. These acquisitions will add approximately $150 million
in annualized sales. WESCO intends to fund the aggregate purchase price of
approximately $60 million, subject to post-closing adjustments, through $45
million in borrowings under its existing credit facilities, and issuing $15
million aggregate principal amount of its unsecured notes, maturing by mid-
1999. Up to $5 million of such notes may be converted to shares of Class A
Common Stock at the initial public offering price at the election of the
holder, which election is required to be made prior to the Offerings. In
connection with the Avon Electrical acquisition, two principals of the seller
will have the right to purchase up to an aggregate 1,993 shares of Class A
Common Stock at a purchase price of $250.97 per share.

PRODUCTS AND SERVICES

WESCO's network of branches and distribution centers contains approximately
210,000 unique product stock keeping units ("SKUs"), and the average branch
routinely maintains in its warehouse stock approximately 4,000 to 8,000 SKUs.
The six major product groups currently distributed are (1) supplies, including
fuses, terminals, connectors, boxes, fittings, tools, lugs and tapes, (2)
distribution equipment, including circuit breakers, transformers,
switchboards, panelboards and busway, (3) lighting, including lamps, fixtures
and ballasts, (4) wire and conduit, including wire, cable, steel conduit and
PVC conduit, (5) control, automation and motors, including motor control
centers, drives, programmable logic controllers, pushbuttons and operator
interfaces, and (6) data communications, including premise wiring, patch
panels, terminals, connectors, hubs and routers. WESCO's sales mix by product
group for 1996 was as follows:

PRODUCT PERCENT OF 1996 SALES
------- ---------------------

Supplies............................................ 29%
Distribution Equipment.............................. 22
Lighting............................................ 18
Wire & Conduit...................................... 17
Control, Automation & Motors........................ 11
Data Communications................................. 3

In conjunction with product sales, WESCO offers customers a menu of services
and procurement solutions that draws on its product and supply management
expertise and systems capabilities. These services range from multi-site
National Account programs to on-site integrated supply.

NATIONAL ACCOUNTS. WESCO's national platform, strong branch network and
product breadth give it the capacity to offer multi-site agreements with the
scope required by National Accounts--major customers such as Fortune 500
industrials and large utilities. The typical National Account customer seeks
total supply chain cost reductions by coordinating purchasing activity for MRO
supplies across multiple locations. Through rigorous selection processes,
these customers dramatically reduce their electrical supply base--often from
several hundred suppliers to just one--with expectations for measurable cost
reductions, high levels of service and consistent product and pricing across
all locations.

As a result of its implementation processes, WESCO is able to consistently
document double-digit savings within the first year of program launch.
Comprehensive roll-out plans establish jointly-managed implementation teams at
the local and national level to prioritize activities, track progress against
objectives, and identify key performance measures. The Company is increasingly
involving its preferred suppliers early in the implementation process, where
they can contribute expertise and product knowledge to accelerate program
ramp-up and the capture of savings. In the first year of its relationship with
a 17-location National Account customer in the pulp and paper industry, for
example, WESCO documented savings of more than 17% over 12 savings categories,
including unit price reductions, inventory reductions, energy savings and
application engineering.

In another instance, WESCO's sales to a National Account customer in the
petrochemical industry have grown steadily from $4.4 million in 1994 to $10.8
million in 1996. WESCO documented total cost savings of $1.4 million as a
result of its initiatives at the customer's ten major refineries. During 1997,
the Company

delivered additional savings through a variety of continuous improvement
initiatives, including remote electronic updates of contract pricing in the
customer's computer system and product standardization for high-volume
commodities. WESCO's performance has led to international supply opportunities
with this customer.

INTEGRATED SUPPLY PROGRAMS. The Company's integrated supply programs offer
customers a variety of services to support their objectives for improved
supply chain management. WESCO integrates its personnel, product and
distribution expertise, electronic technologies and service capabilities with
the customer's own internal resources to meet particular service requirements.
Each integrated supply program is uniquely configured to deliver a significant
reduction in the number of MRO suppliers, reduce total procurement costs,
improve operating controls and lower administrative expenses.

WESCO can act as the customer's "integrator," responsible for selecting and
managing suppliers of a wide range of MRO and OEM products. WESCO may also
develop a customer's integrated supply program in collaboration with one or
more distributors of complementary product lines. Major national distributors
have joined with WESCO in both formal and informal "alliances" to generate
cross-sales opportunities, share market expertise and execute integrated
supply agreements. In one case, a petrochemical customer directed WESCO, which
was already furnishing electrical and related supplies to its West Coast
refinery, to work with a safety distributor and a pipe, valve, and fitting
distributor to jointly design and operate an "integrated supply warehouse."
Three on-site specialists, one from each company, now manage the customer's
inventory, make daily deliveries to over 100 use points, and replenish parts
bins throughout the refinery.

ELECTRONIC COMMERCE. WESCO enhances its ability to service customers
accurately and efficiently by incorporating technologies such as EDI,
electronic mail, electronic cataloging (such as CD-ROM and Internet ordering),
direct order entry and barcoded bin labelling to streamline inventory
replenishment. WESCO also employs technological and logistical innovations in
its internal operating processes to improve customer service, including
paperless warehousing, cross-docking, barcoding and automatic stock
replenishment.

SUPPLIERS AND PURCHASING

WESCO's supplier relationships are strategically important to the Company,
providing access to a wide range of products, technical training and sales and
marketing support. Manufacturers often take an active role in marketing
products to the customer by deploying their own sales force and/or independent
manufacturers' representatives to work together with wholesalers. WESCO's
rapid growth, size, geographic scope and marketing initiatives with large,
high profile customers make it an attractive partner for manufacturers. As a
result, WESCO has been able to negotiate broad access to most product lines,
including preferred arrangements with regard to volume discounts, payment
terms, marketing support and logistics.

The Company purchases products from a diverse group of over 6,000 suppliers.
Through September 30, 1997, ten suppliers accounted for 44% of the Company's
purchases, with 200 suppliers accounting for 85% of purchases. The largest of
these was Eaton Corporation, through its Cutler-Hammer division, successor to
the Distribution and Control Business Unit of Westinghouse, accounting for 18%
of total purchases. No other supplier accounted for more than 6%. WESCO's ten
largest suppliers, based on 1997 year-to-date purchases through September 30,
1997, and their principal product lines are as follows:

SUPPLIER PRODUCT LINE
-------- ------------------------

Cutler-Hammer Distribution and Control
Allen-Bradley Control and Automation
Asea Brown Boveri Transformers
Philips Lighting Lamps
Southwire Company Wire and Cable
Cooper Lighting Lighting Fixtures
Thomas & Betts Supplies
Lithonia Lighting Lighting Fixtures
Crouse Hinds Fittings
Okonite Wire and Cable

The Company has preferred supplier agreements with approximately 150 of its
suppliers. The Company purchases approximately 60% of its stock inventories
from suppliers pursuant to these agreements. Consistent with industry
practice, most of the Company's agreements with suppliers, including both
distribution agreements and preferred supplier agreements, are terminable by
either party on no more than 60 days notice. See "Risk Factors--Key Suppliers;
Maintenance of Supply; Interruption of Distribution Center Operations."

In order to capitalize on its buying power as a national network, the
Company has increasingly centralized buying by moving a larger proportion of
branch stock through its five regional distribution centers. To preserve local
flexibility in tailoring their inventories to meet local customer
requirements, branches are offered the option of purchasing a choice of
competing lines from the distribution centers.

The Company has a product management group to manage key supplier
relationships, including negotiating preferred supplier agreements, managing
cooperative marketing funds, organizing product training, developing joint
marketing plans with suppliers, evaluating supplier performance and driving
continuous improvement programs.

MARKETS AND CUSTOMERS

WESCO has a large customer base diversified across its principal markets.
The Company maintains current credit files on approximately 130,000 accounts.
With no customer accounting for more than 2% of sales, the Company is not
dependent on any single customer. WESCO's broad customer base includes (1)
industrial companies from numerous manufacturing and process industries, and
OEMs, including manufacturers of factory-built homes and other modular
structures, (2) contractors for industrial, commercial and residential
projects, (3) investor-owned utilities, municipal power authorities and rural
electric cooperatives and (4) commercial, institutional and governmental
("CIG") customers.

INDUSTRIAL--MRO CUSTOMERS. Sales to industrial MRO customers accounted for
approximately 16% of the electrical wholesale market and, together with
original equipment manufacturers, 40% of the Company's sales in 1996.
Electrical products are needed to maintain and upgrade the electrical network
at all industrial sites. Expenditures are greatest in the heavy process
industries, such as pulp and paper and petrochemical. Typically, electrical
MRO is the first or second ranked product category by purchase value for MRO.
Other MRO product categories might also include, among other things,
lubricants; pipe, valves and fittings; fasteners; and power transmission
products. MRO activity has been difficult for industrial users to manage, as
it is characterized by a fragmented supply base, a high volume of low dollar
transactions, poor usage and cost information and relatively high inventory
levels. For example, it would not be unusual for a customer to inventory as
many as 10,000 MRO SKUs. Furthermore, customers are sensitive to supply
reliability, since a lack of critical spares could cause an entire
manufacturing process to shut down.

The Company is responding aggressively to the needs of this market,
particularly for the high-use customers in heavy process industries. To more
efficiently manage the MRO process on behalf of its customers, WESCO offers a
menu of supply management services, including (1) inventory optimization
programs, such as product standardization and substitution, (2) joint cost
savings teams, (3) outsourcing of the entire MRO purchasing process, (4)
energy-efficient product upgrades, (5) product and safety training for
customer employees and (6) assignment of on-site support personnel. The
Company's most distinctive service is its National Accounts program, with the
ability to offer multi-site agreements to large industrial customers to ensure
local supply with nationwide consistency in product and pricing.

INDUSTRIAL--OEM CUSTOMERS. Sales to industrial OEM customers accounted for
9% of the electrical wholesale market in 1996. These customers incorporate
electrical assemblies and components into their own products and typically
require a reliable, high-volume supply of a narrow range of electrical items.
The wholesale channel generally serves the smaller and medium-sized OEMs,
while the larger OEMs typically purchase directly from manufacturers.
Customers in this segment are price and service sensitive due to the volume
and the critical

nature of the product used. OEMs also expect value-added services such as
design and technical support, just-in-time supply and electronic commerce.
While prices tend to be lower in this market due to usage volume, long-term
relationships are typical, which leads to an efficient supply process and
stable, high volume.

The Company addresses this market by (1) providing experienced, technically-
oriented sales specialists who assist in product specification and selection,
prototype development and supplier coordination, (2) offering supply
management services similar to those provided to industrial MRO customers, (3)
securing access to product lines that are commonly specified by OEMs, (4)
working with suppliers on product application development and (5) offering
specialized packaging or kitting services that bring efficiencies to the
customer's manufacturing process.

The Company is the leading electrical wholesaler in the manufactured
structures market, a particular type of OEM. For the past several years the
Company has been expanding its service to these customers by offering non-
electrical products such as structural components, air conditioning units,
plumbing fixtures, cabinets and kitchen ventilation equipment.

ELECTRICAL CONTRACTORS. Sales to electrical contractors accounted for 40% of
the electrical wholesale market and approximately 38% of the Company's sales
in 1996. These customers range from large contractors for major industrial and
commercial projects, the customer types which WESCO principally serves, to
small residential contractors who represent a small portion of WESCO's sales.
Electrical products purchased by contractors typically account for
approximately 40% to 50% of the total installed cost, and therefore accurate
cost estimates and competitive material costs are critical to a contractor's
success in winning projects at a profit. Contractors choose wholesale
suppliers on the basis of price, availability and various support services
such as design assistance, bill of material development, credit policies and
inventory management.

The Company is one of the industry leaders in serving the complex needs of
large commercial and industrial contractors, and has established a Major
Projects Group to focus some of its most experienced personnel on serving the
needs of the top 50 U.S. electrical contractors on a multi-regional basis. The
Company also offers a comprehensive range of services to meet the needs of
contractors, including commodity blanket purchase agreements, on-line
ordering, CD-ROM catalogs, on-site trailers, lighting and distribution
equipment lay-outs and access to low voltage products, especially data
communications. The Company has also worked to strengthen its relationships
with independent manufacturers' representatives who provide additional sales
coverage, technical assistance and training on behalf of manufacturers.

UTILITIES. Sales to utilities accounted for 4% of the electrical wholesale
market and approximately 14% of the Company's sales in 1996. These customers
include large investor-owned utilities, smaller rural electric cooperatives
and municipal power authorities. Traditionally, investor-owned utilities have
purchased product directly from manufacturers, while smaller rural electric
cooperatives and municipal power authorities have been supplied by electrical
wholesalers, including WESCO. Both large and small utility customers require
relatively high dollar volumes of specialized product to maintain the
electrical network. Access to these specialized utility products is limited by
geographic franchises granted by manufacturers. These products are, therefore,
not generally available to all electrical wholesalers at the pricing required
by utility customers.

Recent trends in the utility industry favor utility-oriented electrical
wholesalers, particularly WESCO, which is the leading electrical wholesaler to
this market, with approximately a 13% share. The most important trend is the
deregulation of utility power generation, which has forced large utilities to
seek better asset utilization and cost savings in all aspects of their
operations, including purchasing and supply management. Investor-owned
utilities, in focusing on their core business, have moved to outsource certain
supply functions to wholesalers in order to reduce costs and enhance cash
flow. For example, WESCO has been selected for supply management agreements
with large utilities such as ComEd, PECO Energy and Wisconsin Electric Power
Company.

COMMERCIAL, INSTITUTIONAL AND GOVERNMENTAL CUSTOMERS. Sales to CIG customers
accounted for 21% of the electrical wholesale market and approximately 8% of
the Company's sales in 1996. This is a fragmented market which includes
schools, hospitals, property management firms, retailers (not for resale) and
government agencies of all types. These customers typically have less complex
product and service needs than large

contractors or industrial and utility customers. WESCO's locally oriented and
entrepreneurial branch operations are well positioned to serve these
customers. The Company's National Accounts strategy also extends to multi-site
financial institutions, department stores and amusement parks. National retail
or service chains tend to favor distributors such as WESCO who can meet their
recurring needs at dozens or hundreds of store or office locations.

OTHER ELECTRICAL CUSTOMERS. Sales to other electrical customers accounted
for 10% of the electrical wholesale market and less than 1% of the Company's
sales in 1996. These customers include the general public, retailers (for
resale), farmers and other wholesalers.

DATA COMMUNICATIONS CUSTOMERS. The growing market for data communications
products includes (1) all aspects of facilities and premise wiring for data
networks and (2) electronic devices and processors that transmit and manage
the data flowing through a network. Because of the convergence of voice, data,
and video applications, the data communications market consists of a wide
range of new products and manufacturers that are not included in the estimates
for the electrical industry. The premise wiring component of the data
communications market is estimated by industry sources to grow to
approximately $5 billion in total sales by the year 2001, with as much as $3
billion of this sales potential falling outside the usual projections for the
electrical industry.

DISTRIBUTION NETWORK

BRANCH NETWORK. The Company operates a system of approximately 320 branches,
of which approximately 265 are located in the United States, approximately 50
are located in Canada and the remainder are located in Puerto Rico, Mexico and
Guam. The Company also has sales offices in four other international locations
and operates a network of branches under management contract in Saudi Arabia.
Approximately 30% of branches are owned facilities, and the remainder leased
facilities. WESCO's branches were initially opened in markets with a minimum
population of 50,000 or in close proximity to major customers. Over the last
two years the Company has opened approximately 15 branches per year,
principally to service National Account customers.

The size of individual branches within the Company's nationwide network
varies broadly. In 1996, the Company's branches had annual sales as high as
$40 million, with an average of approximately $8 million. A representative
branch employs 10 to 15 people and typically stocks a product mix of 4,000 to
8,000 SKUs, tailored to its local customer base. Customers can place orders at
the branches through facsimile, telephone, mail, EDI, on-line order entry or
counter appearances.

WESCO grants its branch managers substantial autonomy in directing the
branch sales force, configuring inventories, selecting markets served and
developing local service options. Branches operate as separate profit and loss
centers. A key aspect of the Company's growth strategy is to encourage higher
levels of productivity by creating appropriate economic incentives for branch
managers through a mix of bonuses and stock options tied to the branch's
growth and profit improvement. Since the Acquisition and the implementation of
this incentive system, the Company's average compensation for branch managers
has increased by approximately 60%. See "Management--Stock Option Plan for
Branch Employees."

DISTRIBUTION CENTERS. To support its branch network, the Company has a
system of five regional distribution centers ("DCs") which supply
approximately 20% of total purchases (45% of stock purchases). The following
is a summary description of the DCs:

LOCATION SQUARE FEET REGIONS SERVED LEASED/OWNED
-------- ----------- -------------------------- ----------------

Warrendale, PA 252,699 Eastern United States Owned and Leased
Sparks, NV 195,800 Western United States Leased
Byhalia, MS 148,000 Southeastern United States Owned
Dorval, QE 97,000 Eastern and Central Canada Leased
Burnaby, BC 34,341 Western Canada Owned

The DCs add value to customers in the following ways: (1) shorter lead times
for product supply; (2) better product availability due to the breadth and
depth of stock; (3) same day shipments for orders received up to 8:30 p.m.;
and (4) central order handling and fulfillment for certain multi-site
customers. In addition to creating value for customers, the DCs improve the
Company's supply chain management through: (1) automatic replenishment of
branch stock; (2) on-line ordering for branches; (3) redeployment of slow-
moving branch stock; (4) automation of branch purchasing administration; (5)
bulk purchasing to achieve order discounts; and (6) advanced distribution
techniques such as paperless picking, flow racking, barcoding, weight
verification, electronic freight management and cross-docking. Suppliers also
benefit from the DCs due to larger order sizes and lower transportation costs.
DCs ship to branches every day, for same-day orders or orders previously
generated through the Company's computerized automated stock replenishment
system.

TRANSPORTATION AND LOGISTICS. WESCO offers its customers a variety of
delivery methods, including: (1) direct shipment from the manufacturer, which
is employed for many large orders and engineered products; (2) branch
shipment, which is used for the large majority of stock and special order
sales; (3) branch pick-up, which is used by some customers, particularly
contractors, for their day-to-day business; and (4) shipment from a DC on an
exception or emergency basis, since DCs are primarily used to replenish branch
stock.

Typically, manufacturers pay freight charges for inbound shipments to DCs,
branches or customers. In some instances, prepaid freight terms are contingent
upon the Company meeting certain minimum order requirements. For some
suppliers and where it results in lower overall transportation costs, the
Company has negotiated pick-up allowances in lieu of prepaid freight.

SALES ORGANIZATION

GENERAL SALES FORCE. The Company's general sales force is based at the local
branches, and comprises approximately 2,000 sales personnel, split equally
between outside sales representatives and inside sales personnel. Outside
sales representatives, who have an average of more than eight years of
experience at the Company, are paid under a compensation structure which is
heavily weighted towards commissions. They are responsible for making direct
customer calls, performing on-site technical support, generating new customer
relations and developing existing territories. The inside sales force is the
support organization for the outside sales force and is a key point of contact
for responding to routine customer inquiries such as price and availability
requests and for entering and tracking orders.

NATIONAL ACCOUNTS. The Company has what management believes to be the
largest National Account sales force in the industry, led by an experienced
group of sales executives who negotiate and administer contracts, coordinate
branch participation, identify sales and service opportunities. National
Accounts managers' efforts are aligned by targeted customer industries,
including automotive, pulp and paper, petrochemical, steel, mining and food
processing.

DATA COMMUNICATIONS. Data communications products are supported by a
dedicated sales force of approximately 70 inside and outside representatives
who focus primarily on the premise wiring systems market. This team is
supported by additional resources in purchasing, inventory management, product
training, product management and regional sales management. The Company also
operates a training facility where customers and the general sales force can
receive industry-recognized certification in product installation.

INDUSTRIAL AUTOMATION SPECIALISTS. According to industry estimates, sales of
automation and control products are growing faster than the overall industry
average as technology advances and industrial firms of all types seek more
productive processes. The service hallmark of the Company's EESCO Division is
its specialization in automation and control products. Its general sales staff
is highly trained in assisting customers with process control applications,
and a separate staff of 58 technical support and automation specialists
provides sales assistance for analysis, design, specification and
implementation. In addition, other WESCO branches which primarily serve
industrial MRO and OEM customers draw on a dedicated staff of technically
trained industrial automation specialists, who are strategically located in
selected high-potential market areas and provide support and assistance to
multiple branches. Overall, a total of approximately 90 automation and control
specialists are currently employed throughout WESCO.

MAJOR PROJECTS GROUP. In 1995, WESCO established a group of highly
experienced sales managers to target, on a national basis, the market for
large construction projects with electrical material valued in excess of $1
million. WESCO's approach distinguishes it from almost all of its competitors,
who typically handle even the largest construction projects on a local basis.
Through the Major Projects organization, WESCO can meet the needs of
contractors for complex construction projects such as new stadiums, industrial
sites, wastewater treatment plants, airport expansions, healthcare facilities
and prisons.

CANADA

To serve the Canadian market, WESCO operates a network of approximately 50
branches in nine provinces. Branch operations are supported by two
distribution centers located near Montreal and Vancouver. With sales of
approximately US$257 million, Canada represented 11% of total Company sales in
1996. The Canadian market for electrical wholesale is considerably smaller
than the U.S. market, with roughly US$2.4 billion in total sales according to
industry sources. The Canadian market is also far more concentrated than the
U.S. market, with Westburne (33% share), Guillevin, owned by Consolidated
Electrical Distributors (12% share), WESCO's Canadian branches (11% share) and
Sonepar (8% share) collectively representing 64% of the market, compared to
14% for the top four U.S. wholesalers.

WESCO's Canadian operations have a strong reputation for serving the needs
of medium and large contractors, which in 1996 represented 63% of WESCO's
Canadian sales. More recently, the Company has been successful in growing
sales with industrial customers, through marketing of control products and the
development and expansion of instrumentation product sales. National Account
programs are also being successfully applied to this market, building on the
Company's U.S. experience with industrial customers. Data communications
product sales have grown rapidly in Canada from a negligible amount in 1993 to
an estimated 5% of total Canadian sales in 1997.

INTERNATIONAL

WESCO is continuing to build its international presence outside of the
United States and Canada, principally by following its National Account
customers and key suppliers into their high-growth markets, thereby limiting
start-up risk and maximizing profit opportunity. Other opportunities to grow
international sales include expanding and improving the quality of the network
of independent export sales representatives outside of North America,
increasing the number of North American-based export sales offices and
building closer relationships with global engineering, procurement and
construction firms. With sales of approximately US$25 million, international
sales (excluding Canada) represented 1% of total Company sales in 1996. The
Company channels its international sales principally through 13 sales offices,
six of which are located within North America (export offices) and seven of
which are in international locations, and through sales representatives in 22
foreign countries.

WESCO plans to open additional branches in the Mexico City area, where the
Company has the highly regarded Allen-Bradley franchise for the Federal
District and three surrounding states. The Company estimates that the Mexico
City market area represents 40% of total purchases in the $1.5 to $2.0 billion
Mexican market.

A sales contact database of the foreign locations of WESCO's National
Account customers is under development. It is estimated that over 1,000 plant
sites outside of North America will eventually be covered by a direct sales
and telemarketing program.

MANAGEMENT INFORMATION SYSTEMS

WESCO's corporate information system, WESCOM, provides low-cost, highly
functional processing of business transactions. WESCOM performs services
necessary to support the full range of business operations, such as customer
service, inventory and logistics management, accounting and administrative
support. The system has been upgraded with decision support, executive
information system analysis and retrieval capabilities to provide detailed
income statement and balance sheet variance and trend reporting at the branch
level. The

system also provides activity based costing capabilities for analyzing
profitability by customer, supplier, sales representative and shipment type.
Sales and margin trends and variances can be easily analyzed by branch,
customer, product category, supplier, or account representative.

The WESCOM system is fully distributed, so every branch (other than EESCO
branches, which are in the preliminary stages of being integrated) has its own
computer system to support local business activities, on a real time basis,
from sales quotation to delivery of products to customers. Telecommunication
links through a central system in Pittsburgh give each branch access to
information on inventory status in WESCO's distribution centers as well as
other branches and an increasing number of on-line suppliers.

WESCO conducts a portion of its business through EDI transactions, typically
exchanging in excess of 65,000 EDI transactions per month with its trading
partners. WESCO's electronic commerce strategy calls for tighter linkages to
both customers and suppliers through greater use of technological advances,
including Internet and CD-ROM catalogs, barcoding, enhanced EDI, electronic
funds transfer and other innovative improvements.

The Company is in the process of modifying, upgrading or replacing its
computer software applications and systems to accommodate the "Year 2000"
changes required for correct recording of dates for the year 2000 and beyond.
The Company does not expect that the cost of its Year 2000 compliance program
will be material to its financial condition or results of operations. The
Company believes that it will be able to achieve compliance by the end of
1999, and does not currently anticipate any material disruption in its
operations. The Company does not currently have any information concerning the
compliance status of its suppliers and customers. In the event that any of the
Company's significant suppliers or customers do not successfully achieve Year
2000 compliance, the Company's business or operations could be adversely
affected.

BACKLOG

The Company measures and monitors backlog for large construction project
orders by reassessing the status of all direct shipment orders at the end of
each month. The vast majority of backlog orders will ship within one year. At
September 30, 1997, such backlog orders were approximately $326 million as
compared to $297 million at September 30, 1996, representing an increase of
$29 million, or 10%. Since backlog orders reflect varying ship dates based on
customer needs or production schedules, the Company does not believe changes
in the backlog necessarily correlate to the level of future monthly sales. In
addition, backlog orders at September 30, 1996 do not reflect backlog orders
of branches acquired since that date.

COMPETITION

The electrical wholesale distribution market is highly fragmented and
competitive. In the United States, there are currently an estimated 8,000
electrical wholesale distributors with over 16,000 outlets. The four largest
distributors, including WESCO, control only 14% of total industry sales. No
single distributor accounts for more than 5% of industry sales, and
approximately 57% of such sales are generated by distributors with less than
$21 million in annual sales. In contrast, the top four distributors in Canada
account for 64% of the market. See "Risk Factors--Competition."

The Company competes directly with national, regional and local
distributors. Certain large competitors, distributors such as Graybar Electric
Company, Inc., Consolidated Electrical Distributors and GE Supply Company,
compete nationally, and offer a broad base of products. Large regional
companies in the United States and Canada, such as Rexel, Inc., Crescent
Electric Supply Company, Cameron & Barkley Company, Platt Electric Supply
Inc., Sonepar and Westburne Inc., are strong competitors within their regions.
Certain other competitors, such as W.W. Grainger Inc., which focuses primarily
on industrial supplies distribution, overlap with electrical wholesale
distributors in some product lines. Distinct from these full-line distributors
are niche distributors that carry only certain products such as wire, lighting
products, or data communications equipment.

Competition among electrical wholesale distributors is primarily focused on
the local service area, and is generally based on product line breadth,
product availability and price. The Company believes that it has certain

competitive advantages over certain of its local competitors, which are not
able to carry the range of products stocked by the Company or achieve
purchasing economies of scale. However, some of the Company's competitors are
larger and have access to greater financial and marketing resources than the
Company. Another source of competition is buying groups formed by smaller
distributors to increase purchasing power and provide some limited cooperative
marketing capability. The two largest of these are Affiliated Distributors,
representing $5 billion of annual electrical wholesale distribution sales, and
IMARK, representing $3 billion of annual sales. While increased buying power
may improve the competitive position of buying groups locally, the Company
does not believe these groups have been able to compete effectively with the
Company for National Account customers due to the difficulty in coordinating a
diverse ownership group.

Outside of the wholesale distribution channel, manufacturers employ, and may
increase the use of, direct sales and/or independent manufacturers
representatives. Some manufacturers with sufficient size, geographic scope and
financial and marketing resources may be in a position to offer customers
National Account services. Consumer channels such as hardware stores, DIY
retail outlets (such as Home Depot), mass merchants and grocery stores also
compete for certain customers. Some retail chains, with nationwide purchasing
advantages, can in certain product categories offer prices comparable to those
of the wholesale distributors, although with a much narrower product offering
overall. These channels attract smaller residential contractors who work on
projects generally requiring basic electrical supplies. Such contractors
represent a small portion of the Company's sales. The Company's customers
typically require a broader range of products and services than those provided
by these retail channels.

EMPLOYEES

As of September 30, 1997, the Company had approximately 4,700 employees
worldwide, of which approximately 4,000 are located in the United States and
approximately 700 in Canada and the Company's other foreign locations. Less
than 5% of the Company's employees are represented by unions. The Company
believes its labor relations to be generally good.

PROPERTIES

In addition to its five regional distribution centers, the Company leases
its 60,389 square foot headquarters in Pittsburgh, Pennsylvania. For a
description of the distribution centers, see "--Distribution Network--
Distribution Centers." The Company does not regard the real property
associated with any single branch location as material to its operations. The
Company believes its facilities are in good operating condition. The Company's
owned real property, including its three owned distribution centers, serves as
collateral for certain mortgage notes issued to Westinghouse in connection
with the Acquisition. See "Description of Certain Indebtedness--Mortgage
Notes."

INTELLECTUAL PROPERTY

The Company's trade and service mark, composed of the words "WESCO the extra
effort people(R)," together with the running man design, is registered in the
United States Patent and Trademark Office, the Canadian Trademark Office and
the Mexican Instituto de la Propriedad Industrial. The Company considers this
mark to be material to its businesses.

ENVIRONMENTAL MATTERS

The Company believes that it is in substantial compliance with applicable
Environmental Laws. There are no significant capital expenditures for
environmental control matters either estimated in the current year or expected
in the near future. See "Risk Factors--Environmental Risks."

LEGAL PROCEEDINGS

The Company is party to routine litigation incidental to the Company's
business. The Company does not believe that any legal proceedings to which it
is a party or to which any of its property is subject, including any such
routine litigation, will have a material adverse effect on the Company's
financial position or results of operations.

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The directors and executive officers of WESCO and their respective ages,
positions and years of service with WESCO (and the Predecessor) are set forth
below.

YEARS WITH THE COMPANY
NAME AGE POSITION AND WITH THE PREDECESSOR
---- --- -------- ------------------------

B. Charles Ames......... 72 Chairman of the Board 3
Roy W. Haley............ 51 President and Chief Executive Officer; Director 3
David F. McAnally....... 42 Executive Vice President, Chief Operating Officer, *
Chief Financial Officer and Treasurer
Stanley C. Weiss........ 68 Executive Vice President, Industry Affairs 1
Steven A. Burleson...... 38 Vice President, Corporate Controller 2
John R. Burke........... 49 Vice President, Operations 1
William M. Goodwin...... 52 Vice President, Operations 20
Mark E. Keough.......... 43 Vice President, Product Management and Supply 3
James H. Mehta.......... 42 Vice President, Business Development 2
James V. Piraino........ 38 Vice President, Marketing 1
Patrick M. Swed......... 54 Vice President, Operations 19
Donald H. Thimjon....... 54 Vice President, Operations 31
Robert E. Vanderhoff.... 42 Vice President, Operations 13
Jeffrey B. Kramp........ 37 Corporate Secretary and General Counsel 3
William A. Barbe........ 39 Director 3
Wiley N. Caldwell....... 70 Director 3
Alberto Cribiore........ 52 Director 3
J. Trevor Eyton......... 63 Director 3
Leon J. Hendrix, Jr..... 56 Director 3
Benson P. Shapiro....... 56 Director 3
Martin D. Walker........ 65 Director 3

- --------
* Tenure with the Company is less than one year.

Messrs. Ames, Barbe, Caldwell, Cribiore, Eyton, Haley, Hendrix, Kramp,
Shapiro and Walker hold the same positions with both CDW and WESCO.

Set forth below is biographical information for the executive officers,
directors and significant employees of CDW and WESCO listed above.

B. CHARLES AMES has been Chairman of CDW and WESCO since February 1994. Mr.
Ames is a principal of CD&R and a general partner of Clayton & Dubilier
Associates IV Limited Partnership ("Associates IV"), the general partner of
Fund IV. From January 1988 to May 1990, Mr. Ames served as Chairman and Chief
Executive Officer of The Uniroyal Goodrich Tire Company. From July 1983 to
October 1987, Mr. Ames served as Chairman of the Board, President and Chief
Executive Officer of Acme-Cleveland Corporation, a manufacturer of machine
tools, telecommunication equipment and electrical and electronic controls. Mr.
Ames is a director of M. A. Hanna Company, and the Progressive Corporation.
Mr. Ames is also a Director of Lexmark International, Inc. and its parent
Lexmark International Group, Inc., and Riverwood International Corporation and
its parent, Riverwood Holding, Inc., companies in which investment funds
managed by CD&R have investments.

ROY W. HALEY has been President and Chief Executive Officer of CDW and WESCO
since February 1994. Prior to joining the Company, from 1988 to 1993, Mr.
Haley was an executive at American General Corporation, a diversified
financial services company, where he served as Chief Operating Officer and as
President and Director. Between 1989 and 1991, Mr. Haley was President and
Chief Executive Officer of American General Finance, Inc., a consumer finance
company. Previously Mr. Haley was a partner with Arthur Andersen & Co.,
working as a management consultant principally for manufacturing and
distribution clients.

DAVID F. MCANALLY has been Executive Vice President, Chief Operating
Officer, Chief Financial Officer and Treasurer of CDW and WESCO since December
1997. Prior to joining the Company, from 1996 to November 1997, Mr. McAnally
was Senior Vice President, Chief Financial Officer of Rykoff-Sexton, Inc., a
foodservice distribution company. Between 1992 and 1996, Mr. McAnally was
Senior Vice President and Chief Financial Officer of U.S. Foodservice, Inc.,
also a foodservice distribution company.

STANLEY C. WEISS has been Executive Vice President Industry Affairs since
April 1996. From 1956 to April 1996, Mr. Weiss held a number of senior
executive positions at EESCO, most recently Chairman of the Board and Chief
Executive Officer.

STEVEN A. BURLESON joined WESCO in January 1995 as Corporate Controller and
became Vice President and Corporate Controller in 1997. From 1990 to 1995, Mr.
Burleson was Vice President and Treasurer of The Bon-Ton Stores, Inc. in York,
Pennsylvania.

JOHN R. BURKE has been Vice President, General Manager of the Company's
EESCO Division since April 1996. Prior to joining the Company, Mr. Burke was a
Vice President of EESCO, an electrical distributor acquired by the Company in
April, 1996. Prior to joining EESCO in 1986, Mr. Burke occupied various
positions with General Electric Corporation, where he began his career in
1973.

WILLIAM M. GOODWIN has been Vice President, International Group of WESCO
since March 1984. Since 1977, Mr. Goodwin has served as a branch, district and
region manager for WESCO in various locations and also served as Managing
Director of WESCOSA, a former Westinghouse manufacturing and distribution
business in Saudi Arabia.

MARK E. KEOUGH has been Vice President, Product Management and Supply of
WESCO since March 1994. Prior to joining the Company, Mr. Keough was a partner
at McKinsey & Company, where he led that firm's worldwide purchasing and
supply management practice. He joined McKinsey & Company in Madrid, Spain in
1982.

JAMES H. MEHTA has been Vice President, Business Development of WESCO since
November 1995. Prior to joining the Company, from 1993 to 1995 Mr. Mehta was a
principal with Schroder Ventures, a private equity investment firm based in
London, England. From 1991 to 1993 he was managing private family investments.
From 1988 to 1990 Mr. Mehta was Vice President, Corporate Development with the
Uniroyal Goodrich Tire Company, and from 1990 to 1991 he was a consultant to
CD&R.

JAMES V. PIRAINO has been Vice President, Marketing since joining WESCO in
August 1996. From 1995 to 1996, Mr. Piraino was a Vice President of
AlliedSignal Corp. From 1989 to 1995, Mr. Piraino occupied marketing and sales
management positions with W.W. Grainger, Inc. Prior to joining W.W. Grainger,
Inc., Mr. Piraino worked in product and sales management with General Electric
Corporation, where he began his career in 1981.

PATRICK M. SWED has been Vice President, Industrial Group of WESCO since
March 1994. Prior to joining the Company, Mr. Swed had been Vice President of
Branch Operations for the Predecessor from 1991 to 1994. Mr. Swed joined
Westinghouse as a sales engineer in 1966 and first moved to the Predecessor in
1978 as a division marketing manager.

DONALD H. THIMJON has been Vice President, Utility Group of WESCO since
March 1994. Prior to joining the Company, Mr. Thimjon served as Vice
President, Utility Group for the Predecessor from 1991 to 1994 and as Regional
Manager from 1980 to 1991.

ROBERT E. VANDERHOFF has been Vice President, Manufactured Structures Group
since March 1994. Prior to joining WESCO, Mr. Vanderhoff had been Vice
President of the Predecessor since April 1993. Prior to 1993, Mr. Vanderhoff
acted as District Manager from 1990 to 1993, Branch Manager from March to June
1990 and Account Executive from 1986 to 1990 of the Predecessor.

JEFFREY B. KRAMP has been Corporate Secretary and General Counsel of CDW and
WESCO since March 1994. From 1987 to February 1994 Mr. Kramp served as
Assistant General Counsel at Westinghouse, with WESCO as his primary legal
responsibility during this time period.

WILLIAM A. BARBE has been a Director of CDW and WESCO since February 1994.
Mr. Barbe is a principal of CD&R, which he joined in November 1992. Mr. Barbe
is also a general partner of Associates IV, the general partner of Fund IV and
a director of Kinko's, Inc., a company in which an investment fund managed by
CD&R has investments. Mr. Barbe was a Vice President, Corporate Finance
Department of Smith Barney, Harris Upham & Co., an investment banking firm
from 1990 to 1992. Prior to 1990, Mr. Barbe was a Vice President, Corporate
Finance Department, of Drexel Burnham Lambert, Incorporated.

WILEY N. CALDWELL has been a Director of CDW and WESCO since December 1994.
Mr. Caldwell is the retired former President of W.W. Grainger, Inc. Prior to
his 15 year tenure with W.W. Grainger, Inc., Mr. Caldwell held senior U.S. and
international marketing and operations positions with American Hospital Supply
Corporation. He serves as a Director of APS Holdings, Inc., Consolidated
Papers, Inc. and Kewaunee Scientific Corporation.

ALBERTO CRIBIORE has been a Director of CDW and WESCO since March 1994. Mr.
Cribiore was a principal of CD&R from 1985 to March 1997 and a co-President of
CD&R from 1995 to March 1997. Mr. Cribiore recently formed Brera Capital
Partners LLC, a private equity investment firm in New York, and serves as its
Managing Principal. Mr. Cribiore is also the Chairman and a Director of MCM
Group, Inc. and its wholly-owned subsidiary, McCarthy, Crisanti & Maffei,
Inc., and also serves as a Director of Riverwood International Corporation and
its parent Riverwood Holding, Inc., a company in which an investment fund
managed by CD&R has investments.

J. TREVOR EYTON, a member of the Canadian Senate, has been a Director of CDW
and WESCO since July 1994. Senator Eyton has been a senior officer in the
EdperBrascan Corporation and its predecessor corporations since September
1979, most recently as Chairman of Brascan Ltd. from May 1991 to September
1997, and since that time as Senior Chairman. Senator Eyton has also served as
a member of the Canadian Senate since September 1990, and is a director of
Brookfield Ltd. and M.A. Hanna Company.

LEON J. HENDRIX, JR. has been a Director of WESCO since March 1994 and of
CDW since May 1994. He is a general partner of Associates IV, the general
partner of Fund IV and a principal of CD&R, which he joined in November 1993.
Mr. Hendrix is the Chief Executive Officer and a Director of Remington Arms
Company, Inc., and its parent RACI Holding, Inc., a company in which an
investment fund managed by CD&R has an investment. Mr. Hendrix was Chief
Operating Officer of Reliance Electric Company from 1992 to 1993, Executive
Vice President of Reliance Electric Company from 1989 to 1992 and Vice
President, Corporate Development of Reliance Electric Company from 1986 to
1989. Mr. Hendrix also serves as a Director of Keithley Instruments, Inc.,
National City Bank of Cleveland, NACCO Industries Inc., Cambrex Corporation
and Riverwood International Corporation and its parent Riverwood Holding,
Inc., a company in which an investment fund managed by CD&R has investments.
Mr. Hendrix is a member of the Board of Trustees of Clemson University.

BENSON P. SHAPIRO has been a Director of CDW and WESCO since July 1994. Mr.
Shapiro has been an independent management consultant since July 1997. He
previously served as the Malcolm P. McNair Professor of Marketing at the
Harvard Business School where he was a professor from July 1970 to June 1997.
Mr. Shapiro is an authority on marketing strategy and sales management with
particular interests in marketing organization, product line planning,
pricing, and national account sales strategies. He is the author, co-author or
editor of 12 books and 19 Harvard Business Review articles. He performs
research on product line planning, pricing, interfunctional coordination, and
strategic account selection and management. Mr. Shapiro is also a member of
the Board of Directors of United Stationers, Inc.

MARTIN D. WALKER has been a Director of CDW and WESCO since March 1994. He
retired in 1997 from M.A. Hanna Company, where he had been Chairman and Chief
Executive Officer since 1986. Mr. Walker is also a Director of Comerica, Inc.,
The Goodyear Tire & Rubber Company, M.A. Hanna Company, LifeStyle Furnishings
International Ltd., Meritor Automotive, Inc., The Reynolds & Reynolds Company,
Textron Inc., The Timken Company, and Lexmark International, Inc., a company
in which Fund IV has an investment.

COMPOSITION OF BOARD AND COMMITTEES

The Board of Directors of CDW (the "Board") has three standing committees:
an Executive Committee, an Audit Committee and a Compensation Committee.

The Executive Committee consists of Messrs. Ames, Caldwell, Haley and
Hendrix, with Mr. Ames serving as Chairman. It is responsible for overseeing
the management of the affairs and business of the Company and has been
delegated authority to exercise the powers of the Board during intervals
between Board meetings.

The Audit Committee consists of Messrs. Barbe, Caldwell, Hendrix and Walker,
with Mr. Caldwell serving as Chairman. It is responsible for recommending the
firm to be appointed as independent accountants to audit the Company's
financial statements and to perform services related to the audit; reviewing
the scope and results of the audit with the independent accountants; reviewing
with the management and the independent accountants the Company's year-end
operating results; considering the adequacy of the internal accounting and
control procedures of the Company; reviewing the non-audit services to be
performed by the independent accountants, if any, and considering the effect
of such performance on the accountants' independence.

The Compensation Committee consists of Messrs. Ames, Barbe, Hendrix and
Walker, with Mr. Walker serving as Chairman. It is responsible for the review,
recommendation and approval of compensation arrangements for directors and
executive officers, for the approval of such arrangements for other senior
level employees, and for the administration of certain benefit and
compensation plans and arrangements of CDW and its subsidiaries.

COMPENSATION OF DIRECTORS

CDW's policy is to not pay compensation to those directors who are also
employees of CDW or any of its subsidiaries or affiliated with CD&R or any
principal stockholder of CDW. All directors are, however, reimbursed for
expenses incurred in attending Board and committee meetings.

The non-employee directors of CDW who are not affiliated with CD&R or any
principal stockholder of CDW receive an annual retainer of $20,000 and
additional fees of $1,000 per meeting for attendance at Board meetings and
$500 per meeting for attendance at committee meetings. Any such non-employee
director who serves as a chairperson of a committee also receives an annual
retainer of $2,500.

EXECUTIVE COMPENSATION

The information set forth below describes the components of the total
compensation of the Chief Executive Officer and the four other most highly
compensated executive officers of the Company, based on 1996 salary and
bonuses (the "Named Executives"). The principal components of such
individuals' current cash compensation are the annual base salary and bonus
included in the Summary Compensation Table. Also described below is other
compensation such individuals can receive under the Company's stock and option
programs.

The following table sets forth the compensation earned by the Named
Executives for all services rendered to CDW and its subsidiaries during the
year ended December 31, 1996.

SUMMARY COMPENSATION TABLE

ANNUAL COMPENSATION
----------------------
ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1)
--------------------------- ---- -------- -------- ---------------

Roy W. Haley,............................ 1996 $442,864 $405,000 $ 35,948
President and Chief Executive
Officer
Mark E. Keough,.......................... 1996 212,502 129,000 23,013
Vice President, Product
Management and Supply
James H. Mehta,.......................... 1996 250,008 90,000 10,023
Vice President, Business
Development
Richard J. Marshuetz,.................... 1996 206,664 126,000 23,763
Vice President, Finance and
Administration
Stanley C. Weiss,........................ 1996 221,154 150,000 37,138(2)
Executive Vice President,
Industry Affairs

- --------
(1) (A) Includes contributions by the Company under the WESCO Distribution,
Inc. Retirement Savings Plan in the amounts of $9,000, $7,825, $6,543,
$11,013 and $12,822 for Messrs. Haley, Keough, Mehta, Marshuetz and Weiss,
respectively.
(B) Includes contributions by the Company under the WESCO Distribution, Inc.
Deferred Compensation Plan in the amounts of $26,948, $15,188, $3,480,
$12,750 and $7,906 for Messrs. Haley, Keough, Mehta, Marshuetz and Weiss,
respectively.
(2) Includes life insurance premiums in the amount of $16,410.

EMPLOYMENT AGREEMENTS

In connection with the Company's acquisition of EESCO, the Company entered
into an employment agreement with Mr. Weiss (the "Weiss Agreement"), pursuant
to which the Company agreed to employ Mr. Weiss during the period commencing
on the date of the acquisition and ending on December 31, 1998, subject to the
Company's right to terminate Mr. Weiss' employment prior to such date for
"cause" (as defined in the Weiss Agreement) without any continuing liability.
During the employment term under the Weiss Agreement, Mr. Weiss is entitled to
an annual base salary of $300,000 and, provided the Company attains annual
performance objectives established from year to year by the Company, an annual
incentive bonus equal to a percentage of his annual base salary, not to exceed
75%. In the event of the termination of Mr. Weiss' employment with the Company
by Mr. Weiss for "good reason" (as defined in the Weiss Agreement), Mr. Weiss
will continue to receive payments of his annual base salary for the remainder
of the employment term. The Weiss Agreement also contains customary covenants
regarding nondisclosure of confidential information and non-competition and
non-solicitation restrictions.

The Company is also party to a consulting agreement with Mr. Marshuetz who
terminated his employment with the Company effective April 30, 1997. This
consulting agreement has a term expiring on June 30, 1998 or if earlier, death
or termination for "cause" (as defined in the agreement) of Mr. Marshuetz.

The Company intends to enter into an employment agreement with Mr. Haley
(the "Haley Agreement") providing for a rolling employment term of three
years. Pursuant to the proposed Haley Agreement, Mr. Haley will be entitled to
an annual base salary of $500,000 and an annual incentive bonus equal to a
percentage of his

annual base salary ranging from 0% to 200%. The actual amount of Mr. Haley's
annual incentive bonus will be determined based upon the financial performance
of the Company as compared to the annual performance objectives established by
the Company for the relevant fiscal year. Under the proposed terms of the
Haley Agreement, if Mr. Haley's employment with the Company is terminated by
the Company without "cause" (as defined in the Haley Agreement), by Mr. Haley
for "good reason" (as so defined) or as a result of Mr. Haley's death or
disability (any such termination, a "Qualifying Termination"), Mr. Haley (or,
in the event of his death, Mr. Haley's spouse) is entitled to continued
payments of his average annual base salary and his average annual incentive
bonus (reduced by any disability payments, if applicable) for the three-year
period following such termination and continued welfare benefit coverage for
the two-year period following such termination. In addition, in the event of
any such Qualifying Termination, all outstanding options held by Mr. Haley
will become fully vested. The Haley Agreement further provides that, in the
event of the termination of Mr. Haley's employment by the Company without
cause or by Mr. Haley for good reason, in either such case, within the two-
year period following a "change in control" of the Company (as defined in such
agreement) (such termination, a "Qualifying CIC Termination"), in addition to
the termination benefits described above, Mr. Haley will be entitled to
receive continued retirement plan accruals and welfare benefit coverage for
the three year period following such Qualifying CIC Termination, provided that
if the aggregate payments to Mr. Haley would exceed the limits on the
deductibility of certain "parachute" payments under the United States Internal
Revenue Code of 1986, as amended, such payments will be reduced as necessary
to ensure deductibility. In addition, following a change in control, Mr. Haley
is entitled to a minimum annual bonus equal to 50% of his base salary and the
definition of "good reason" is modified to include certain additional events.
The proposed Haley Agreement also contains customary covenants regarding
nondisclosure of confidential information and non-competition and non-
solicitation restrictions.

The Company also intends to enter in an employment agreement with David
McAnally (the "McAnally Agreement"), the Company's Chief Financial Officer,
providing for an employment term of two years, subject to automatic renewal at
the end of each year for an additional year. Pursuant to the proposed terms of
the McAnally Agreement, Mr. McAnally will be entitled to an annual base salary
of $300,000 and, depending upon the extent, if any, to which the Company
achieves the performance objectives established for an applicable fiscal year,
an annual incentive bonus ranging from 0 to 100% of his annual base salary;
provided that Mr. McAnally is entitled to a minimum annual bonus for 1998 of
$150,000. In addition, under the proposed terms of the McAnally Agreement, Mr.
McAnally will purchase up to shares of Class A Common Stock at the initial
public offering price and, pursuant to the contemplated WESCO Distribution,
Inc. Long-Term Incentive Plan, will be granted options to purchase shares
of Class A Common Stock at an option exercise price per share equal to the
initial public offering price. The options generally become vested in five
equal annual installments on each of the first five anniversaries of the date
of grant subject to Mr. McAnally's continued employment. See "--Long-Term
Incentive Plan." The proposed terms of the McAnally Agreement provide that in
the event of a Qualifying Termination of Mr. McAnally's employment, Mr.
McAnally (or, in the event of his death, his spouse) will be entitled to
continued payments of his average annual base salary and average annual
incentive bonus (reduced by any disability payments, if applicable) and to
continued welfare benefit coverage, in each such case, for a period ending on
the later of (1) the date of the expiration of the then current employment
term and (2) the first anniversary of the date of such Qualifying Termination,
provided that if such Qualifying Termination occurs prior to the second
anniversary of Mr. McAnally's commencement of employment with the Company,
such payments and benefit coverage will be provided for a period of one year
following such termination. In addition, in the event of a Qualifying
Termination of Mr. McAnally's employment following the second anniversary of
the commencement of his employment, 50% of any outstanding options granted to
Mr. McAnally will become vested. It is expected that the McAnally Agreement
will contain provisions similar to the provisions of the Haley Agreement
concerning a "change in control" of the Company, except that in the event of a
Qualifying CIC Termination, Mr. McAnally will be entitled to continued
payments of his average annual base salary and average bonus and continued
welfare benefit coverage for the two-year period following such termination
and Mr. McAnally will be entitled to receive a cash-out payment in respect of
his options if he does not resign from employment without "good reason" (as
defined in the McAnally Agreement) prior to the first anniversary of the
change in control. The McAnally Agreement also contains customary covenants
regarding nondisclosure of confidential information and non-competition and
non-solicitation restrictions.

STOCK PURCHASE PLAN AND ADDITIONAL MANAGEMENT SHARES

Under the CDW Holding Corporation Stock Purchase Plan (the "Stock Purchase
Plan"), the Compensation Committee, which is responsible for administering the
Stock Purchase Plan, may offer to certain executives, officers, and other key
employees (the "Purchase Plan Participants") the opportunity to purchase up to
an aggregate of 55,000 shares of Class A Common Stock (the "Purchase Plan
Shares"). Purchase Plan Participants are selected by reason of their expected
contribution to the growth and success of the Company. The Board may at any
time amend or terminate the Stock Purchase Plan, but may not adversely affect
the rights of any Purchase Plan Participant with respect to Purchase Plan
Shares purchased prior to such action, unless the Purchase Plan Participant
consents. As of September 30, 1997, 29,214 shares were issued and outstanding,
and 25,786 shares remained available for sale, under the Stock Purchase Plan.
In addition, as of September 30, 1997, the Company has sold 54,150 shares of
Class A Common Stock (the "Additional Management Shares") to key management
employees (including Named Executives), non-employee directors and other
investors otherwise than pursuant to the Stock Purchase Plan. The outstanding
Purchase Plan Shares and the Additional Management Shares were sold at a price
per share equal to the estimated fair market value (as defined in the related
stock subscription agreements described below) per share on the date of sale
as determined by the Board. In conjunction with the purchase of the Purchase
Plan Shares and the Additional Management Shares, the Company has granted to
the purchasers pursuant to the CDW Holding Corporation Stock Option Plan
options to purchase shares of Class A Common Stock equal to approximately one
and one-third times the number of Purchase Plan Shares or Additional
Management Shares purchased. See "--Stock Option Plan." None of the Named
Executives currently participate in the Stock Purchase Plan. No Additional
Management Shares were sold to any of the Named Executives during 1996.

STOCK SUBSCRIPTION AGREEMENTS

Each Purchase Plan Participant is required to enter into a stock
subscription agreement (a "Stock Subscription Agreement") specifying the
purchase price for the Purchase Plan Shares being purchased and such other
terms consistent with the Stock Purchase Plan as the Compensation Committee
determines. Unless the Compensation Committee otherwise determines, each Stock
Subscription Agreement provides that the Purchase Plan Participant is entitled
to the benefits of, and bound by the obligations in, the Registration and
Participation Agreement, including certain demand and "piggyback" registration
rights thereunder. See "Shares Eligible for Future Sale--Registration and
Participation Agreement." The Stock Subscription Agreements also contain
certain transfer restrictions, take-along rights in favor of the Company and
repurchase rights and obligations of the Company, all of which will terminate
upon consummation of the Offerings. The Additional Management Shares have been
issued pursuant to Stock Subscription Agreements containing substantially
similar provisions.

STOCK OPTION PLAN

Under the CDW Holding Corporation Stock Option Plan (the "Stock Option
Plan"), the Compensation Committee, which is responsible for administering the
Stock Option Plan, may grant to certain executives, officers, and other key
employees (the "Option Plan Participants") up to an aggregate 181,000 options
to purchase one share, subject to adjustment, of Class A Common Stock (the
"Options"). Options that are canceled, terminated or forfeited without
exercise will again be available for grant. Option Plan Participants are
selected by reason of their expected contribution to the growth of the
Company. The Board may at any time amend or terminate the Stock Option Plan,
but may not adversely affect the rights of any Option Plan Participant with
respect to Options granted prior to such action, unless the Option Plan
Participant consents. As of September 30, 1997, 102,270 Options had been
granted, of which (1) 3,428 Options had been exercised, (2) 3,424 Options had
been canceled without exercise, (3) 95,418 Options with a weighted average
exercise price of $104.42 per share remained outstanding, (4) 34,990 Options
with a weighted average exercise price of $100.70 were exercisable. After
giving effect to the foregoing, 82,154 Options remained available for grant
under the Stock Option Plan. The outstanding Options were granted with an
exercise price per share equal to the estimated fair market value (as defined
in the related stock option agreements described below) per share on the date
of grant as determined by the Board. The foregoing does not include (a)
options to acquire 25,100 shares of Class A

Common Stock outstanding, and options to acquire 24,900 shares of Class A
Common Stock available for grant, under the CDW Holding Corporation Stock
Option Plan for Branch Employees, (b) options to acquire 100,000 shares of
Class A Common Stock granted to Westinghouse in connection with the
Acquisition or (c) options to acquire 120,000 shares of Class A Common Stock
to be available for grant under the contemplated WESCO Distribution, Inc.
Long-Term Incentive Plan ("LTIP"), approximately 60,000 of which will be
awarded to executives and key management personnel at the time of the
Offerings. Upon establishment of the LTIP, the Company intends to reduce the
number of Options available for grant under the Stock Option Plan to
approximately 25,000. See "--Stock Option Plan for Branch Employees," "Certain
Transactions and Relationships--Westinghouse" and "--Long-Term Incentive
Plan." In addition, in connection with the Avon Electrical acquisition, two
principals of the seller will have the right to purchase up to an aggregate
1,993 shares of Class A Common Stock at a price per share of $250.97. See
"Business--Acquisitions."

CHANGE IN CONTROL PROVISIONS

In the event of a "change in control" (as defined in the Stock Option Plan),
outstanding Options, whether or not exercisable, will be canceled in exchange
for a cash payment with respect to each share of Class A Common Stock subject
to such Options equal to the excess of (1) the value per share of the Class A
Common Stock in the transaction giving rise to the change in control over (2)
the per share exercise price, unless the Compensation Committee determines in
good faith, prior to the change in control, that the outstanding Options will
be honored or assumed by the successor in a manner that provides the Option
Participants with rights at least as favorable as those prevailing immediately
prior to the change in control. The Offerings will not result in a "change in
control."

STOCK OPTION AGREEMENTS

Each Option Plan Participant is required to enter into a stock option
agreement (a "Plan Option Agreement") specifying the exercise price and
duration of the Options being granted and such other terms consistent with the
Stock Option Plan as the Compensation Committee determines. Certain other
terms of the Plan Option Agreement are summarized below.

EXERCISE OF OPTIONS. Unless the Compensation Committee otherwise determines,
Options become exercisable in one-third installments on each of the third,
fourth and fifth anniversary of the date of grant. The Compensation Committee
has granted Options to certain Named Executives and other senior executives
that become exercisable in one-fifth installments on each of the first five
anniversaries of the date of grant. Upon exercise of an Option, the Option
Plan Participant is required to enter into a stock subscription agreement in
substantially the form required under the Stock Purchase Plan. See "--Stock
Purchase Plan." The exercise price of any Option may not be less than the fair
market value (as defined in the Stock Option Plan) per share of Class A Common
Stock as of the date of grant.

TERMINATION OF OPTIONS. All Options terminate on the tenth anniversary of
the date of grant, unless terminated earlier as described below. Upon
termination of an Option Plan Participant's employment with the Company,
unless otherwise determined by the Compensation Committee, (1) any
unexercisable Options held by such Option Plan Participant will terminate and
will not be exercisable, (2) in the case of termination other than for Cause
(as defined in the Stock Option Plan), then exercisable Options will terminate
within certain specified periods depending upon the circumstances of the
termination of employment, and (3) in the case of termination for Cause (as
defined in Stock Option Plan), all Options held by such Option Plan
Participant, whether or not then exercisable, will terminate immediately.

TRANSFERABILITY OF OPTIONS; REPURCHASE OF OPTIONS. The Options will not be
transferable or assignable other than by will or by the laws of descent, and
an Option can be exercised only by the Option Plan Participant to whom it is
granted or by the Option Plan Participant's estate or designated beneficiary
upon such Option Plan

Participant's death. Unless the Compensation Committee otherwise determines,
each Plan Option Agreement provides that the Option Plan Participant, in
respect of shares purchased upon the exercise of any Option, is entitled to
the benefits of, and bound by the obligations in, the Registration and
Participation Agreement, including certain demand and "piggyback" registration
rights thereunder. See "Shares Eligible for Future Sale--Registration and
Participation Agreement." The Plan Option Agreements also contain certain
repurchase rights and obligations of the Company, which will terminate upon
the consummation of the Offerings.

STOCK OPTION PLAN FOR BRANCH EMPLOYEES

Under the CDW Holding Corporation Stock Option Plan for Branch Employees
(the "Branch Option Plan"), the Compensation Committee, which is responsible
for administering the Branch Option Plan, may grant to branch managers and
other key employees of the Company employed at a branch or contributing
significantly to growth and profitability of a branch (the "Branch
Participants") up to 50,000 options, each to purchase one share, subject to
adjustment, of Class A Common Stock (the "Branch Options"). Options that are
canceled, terminated or forfeited without exercise will again be available for
grant. The Board may at any time amend or terminate the Branch Option Plan,
but may not adversely affect the rights of any Branch Participant with respect
to Branch Options granted prior to such action, unless the Branch Participant
consents. As of September 30, 1997, 25,250 Branch Options had been granted, of
which (1) 150 Branch Options had been cancelled without exercise, (2) 25,100
Branch Options with a weighted average exercise price of $195.40 per share
were outstanding, and (3) none were exercisable. After giving effect to the
foregoing, 24,900 Branch Options remained available for grant under the Branch
Option Plan. The outstanding Branch Options were granted with an exercise
price per share determined by the Board to represent the estimated fair market
value (as defined in the related stock option agreements described below) per
share on the date of grant. None of the Named Executives currently participate
in the Branch Option Plan.

Options are granted to Branch Participants as soon as practicable following
the end of each performance period under the Branch Option Plan. The first
such performance period commenced on February 28, 1994 and ended on December
31, 1996, and the second such performance period commenced on January 1, 1997
and is scheduled to end on December 31, 1999. Branch Options are allocated to
branch or division employees by the Compensation Committee based primarily on
the attainment by such branch or division of performance objectives during
each performance period.

CHANGE IN CONTROL PROVISIONS

In the event of a "change in control" (as defined in the Branch Option
Plan), outstanding Branch Options, whether or not exercisable, will be
canceled in exchange for a cash payment with respect to each share of Class A
Common Stock subject to such Branch Options equal to the excess of (1) the
value per share of the Class A Common Stock in the transaction giving rise to
the change in control over (2) the per share exercise price, unless the
Compensation Committee determines in good faith, prior to the change in
control, that the outstanding Branch Options will be honored or assumed by the
successor in a manner that provides the Branch Participants with rights at
least as favorable as those prevailing immediately prior to the change in
control. The Offerings will not result in a "change in control."

BRANCH OPTION AGREEMENTS

Each Branch Participant is required to enter into a stock option agreement
(a "Branch Option Agreement") specifying the exercise price and duration of
the Branch Options being granted and such other terms consistent with the
Branch Option Plan as the Compensation Committee determines. Certain other
terms of the Branch Option Agreement are summarized below.

EXERCISE OF BRANCH OPTIONS; EXERCISE PRICE. Except as otherwise determined
by the Compensation Committee or in connection with a change in control,
Branch Options become exercisable in one-third

installments on each of the first, third and fifth anniversaries of the date
of grant. Upon exercise of a Branch Option, the Branch Plan Participant is
required to enter into a stock subscription agreement in substantially the
form required under the Stock Purchase Plan. See "--Stock Purchase Plan." The
per share exercise price of any Branch Option may not be less than the
greatest of (1) the fair market value (as defined in the Branch Option Plan)
per share of Class A Common Stock as of the end of the related performance
period, (2) such fair market value as of the date of grant and (3) $100.

TERMINATION OF BRANCH OPTIONS. All Branch Options terminate on the tenth
anniversary of the date of grant, unless terminated earlier as described
below. Upon termination of a Branch Participant's employment with the Company,
unless otherwise determined by the Compensation Committee, (1) any
unexercisable Branch Options held by such Branch Participant will terminate
and will not be exercisable, (2) in the case of termination other than for
Cause (as defined in the Branch Option Plan), then exercisable Branch Options
will terminate within certain specified periods depending upon the
circumstances of the termination of employment, and (3) in the case of
termination for Cause (as defined in Branch Option Plan), all Branch Options
held by such Branch Participant, whether or not then exercisable, will
terminate immediately.

TRANSFERABILITY OF BRANCH OPTIONS; REPURCHASE OF BRANCH OPTIONS. The Branch
Options will not be transferable or assignable other than by will or by the
laws of descent, and a Branch Option can be exercised only by the Branch
Participant to whom it is granted or by the Branch Participant's estate or
designated beneficiary upon such Branch Participant's death. Unless the
Compensation Committee otherwise determines, each Branch Option Agreement
provides that the Branch Plan Participant, in respect of shares purchased upon
the exercise of any Branch Option, is entitled to the benefits of, and bound
by the obligations in, the Registration and Participation Agreement, including
certain demand and "piggyback" registration rights thereunder. See "Shares
Eligible for Future Sale--Registration and Participation Agreement." The
Branch Option Agreements also contain certain repurchase rights and
obligations of the Company, which will terminate upon the consummation of the
Offerings.

LONG-TERM INCENTIVE PLAN

In connection with the Offerings, the Company intends to establish the WESCO
Distribution, Inc. Long-Term Incentive Plan (the "LTIP") under which selected
management employees of the Company will be eligible to receive grants of
equity awards with respect to the Class A Common Stock. Under the terms of the
LTIP, an aggregate of 120,000 shares of Class A Common Stock will be
authorized for award. Pursuant to the terms of the LTIP, the Compensation
Committee will be authorized to grant awards in the form of stock options,
stock appreciation rights, restricted stock, performance shares and deferred
stock units. In connection with the Offerings, options to purchase
approximately 60,000 shares of Class A Common Stock (the "Initial Options")
will be awarded to executives and other key management employees selected by
the Board. The Initial Options will have a ten year term and an exercise price
equal to the Offering price. Subject to the option holder's continued
employment, one-half of the Initial Options will generally become vested if
the average market value of the Class A Common Stock over a two month period
equals or exceeds 150% of the Offering price and the remaining one-half of the
Initial Options will generally become vested if the average market value of
the Class A Common Stock over a two month period equals or exceeds 200% of the
Offering price, provided that all of the Initial Options will become vested as
of the eighth anniversary of the date of grant without regard to the then
market value of the Class A Common Stock. The LTIP will provide that in the
event of a change in control of the Company (as defined in the LTIP), all then
outstanding awards will become fully vested and all restrictions on transfer
applicable to any such award will lapse, unless the individual award agreement
evidencing any such award provides otherwise.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES

The following table sets forth information for each Named Executive with
regard to the aggregate stock options held at December 31, 1996. No stock
options were granted to any of the Named Executives during fiscal 1996.

VALUE OF UNEXERCISED
SHARES NUMBER OF SECURITIES UNEXERCISED IN-THE-MONEY OPTIONS
ACQUIRED ON VALUE OPTIONS AT FY-END (#) AT FY-END ($)(1)
NAME EXERCISE (#) REALIZED (EXERCISABLE/UNEXERCISABLE) (EXERCISABLE/UNEXERCISABLE)
---- ------------ -------- -------------------------------- ---------------------------

Roy W. Haley............ -- -- 8,912 / 13,368 $1,345,445/$2,018,167
Mark E. Keough.......... 3,428 $188,026 -- / 5,142 -- / 776,288
James H. Mehta.......... -- -- 1,714 / 6,856 234,252/ 937,010
Richard J. Marshuetz.... -- -- 3,428 / 5,142 577,525/ 776,288
Stanley C. Weiss........ -- -- -- -- -- --

- --------
(1) Based on a price per share of Class A Common Stock of $250.97. This price
reflects the estimated fair market value as of December 31, 1996, as
determined by the Board.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 1996 and 1997, Messrs. Ames, Barbe, Hendrix and Walker served on the
Compensation Committee.

Messrs. Ames, Barbe and Hendrix are each principals of CD&R. The Company
paid CD&R fees of $400,000 for advisory, management consulting and monitoring
services rendered during fiscal 1996. The Company has agreed to indemnify
certain members of the Board and CD&R against liabilities incurred under
securities laws, including in connection with the Offerings, or with respect
to their services for the Company. See "Certain Transactions and
Relationships--CD&R and Fund IV."

CERTAIN TRANSACTIONS AND RELATIONSHIPS

CD&R AND FUND IV

Fund IV, which is CDW's largest stockholder, is a private investment fund
managed by CD&R. Amounts contributed to Fund IV by its limited partners are
invested at the discretion of the general partner, in equity or equity-related
securities of entities formed to effect leveraged buy-out transactions, and in
the equity of corporations where the infusion of capital coupled with the
provision of managerial assistance by CD&R can be expected to generate returns
on investments comparable to returns historically achieved in leveraged buy-
out transactions. The general partner of Fund IV is Associates IV. Each of B.
Charles Ames, William A. Barbe and Leon J. Hendrix, Jr. is a principal of
CD&R, a general partner of Associates IV and a director of the Company. See
"Management--Directors and Executive Officers." CDW was formed by CD&R to
effect the Acquisition. In connection with the Acquisition, Fund IV acquired
833,280 shares of Class A Common Stock at a purchase price of $100.00 per
share, of which shares are being offered hereby. See "Security Ownership by
Management and Principal Stockholders" and "Selling Stockholders."

Beginning in March 1994, the Company has paid CD&R monthly fees of $33,333
plus related out-of-pocket expenses, for advisory, management consulting and
monitoring services, and it is expected that such fees will continue in the
future. Under the terms of the Company's lending arrangements, such fees must
be determined by arms length negotiation and must be reasonable. Under the
Registration and Participation Agreement, such fees may not exceed $1 million
during any fiscal year. In connection with the Acquisition and arranging the
financing thereof, the Company paid CD&R a fee of approximately $4.2 million
and reimbursed CD&R for its out-of-pocket expenses of approximately $47,227.
None of the principals of CD&R who serve as directors of the Company receive
directors' fees.

The Company has entered into an indemnification agreement with CD&R and Fund
IV pursuant to which the Company has agreed, subject to certain exceptions, to
indemnify the members of its boards of directors, as well as CD&R, Fund IV and
certain of their associates and affiliates (the "Indemnitees"), to the fullest
extent allowable under applicable Delaware law and to indemnify the
Indemnitees against any suits, claims, damages or expenses which may be made
against or incurred by them under applicable securities laws in connection
with offerings of securities of the Company, including the Offerings,
liabilities to third parties arising out of any action or failure to act by
the Company, and, except in cases of gross negligence or intentional
misconduct, the provision by CD&R of advisory, management consulting and
monitoring services.

MANAGEMENT LOANS

From time to time following the Acquisition, executive officers have
purchased shares of Class A Common Stock from the Company. A portion of the
purchase price paid for the Class A Common Stock purchased by such executive
officers has been financed by full-recourse bank loans guaranteed by the
Company. Since February 28, 1994, Messrs. Burke, Burleson, Goodwin, Haley,
Keough, Kramp, Marshuetz, Mehta, Piraino, Swed, Thimjon and Vanderhoff have
had outstanding loans guaranteed by the Company. The largest aggregate amount
of guaranteed indebtedness outstanding on such loans at any time since
February 28, 1994 for Messrs. Burke, Burleson, Goodwin, Haley, Keough, Kramp,
Marshuetz, Mehta, Piraino, Swed, Thimjon and Vanderhoff was $167,262, $68,800,
$161,200, $1,377,956, $514,400, $68,700, $510,000, $587,959, $167,262,
$343,200, $155,000 and $34,400, respectively. As of September 30, 1997,
Messrs. Burke, Burleson, Goodwin, Haley, Keough, Kramp, Marshuetz, Mehta,
Piraino, Swed, Thimjon and Vanderhoff owed $167,262, $68,800, $161,200,
$1,377,956, $39,604, $68,700, $510,000, $587,959, $167,262, $343,200, $155,000
and $34,400, respectively, on such loans.

WESTINGHOUSE

On February 28, 1994, CDW completed the acquisition of all of the assets and
certain liabilities of the Westinghouse Electric Supply Company division of
Westinghouse, the Company's Predecessor. In connection with the Acquisition,
Westinghouse acquired certain securities of, and entered into certain
agreements with, the

Company as described below. Since the Acquisition, WESCO has continued to
purchase products and services from, and sell products and provide services
to, Westinghouse. See Note 12 of Notes to Consolidated Financial Statements.

SHARES, OPTIONS AND MORTGAGE NOTES. In connection with the Acquisition,
Westinghouse acquired 100,000 shares of Class A Common Stock (the
"Westinghouse Shares") and an option to purchase an additional 100,000 shares
of Class A Common Stock, subject to adjustment, at an exercise price of $100
per share (the "Westinghouse Option"). The Westinghouse Option is exercisable
any time prior to termination on February 28, 1999. The Westinghouse Shares,
the Westinghouse Option and any shares issuable on exercise of the
Westinghouse Option are subject to a right of first refusal in favor of CDW
and Fund IV, which first refusal right will terminate upon the consummation of
the Offerings. Westinghouse is a party to the Registration and Participation
Agreement, pursuant to which it has, among other rights, certain demand and
"piggy-back" registration rights. See "Shares Eligible for Future Sales--
Registration and Participation Agreement." After giving effect to the
Offerings, Westinghouse will hold shares of Class A Common Stock and options
to purchase an additional shares, representing in the aggregate % of the
Class A Common Stock on a fully diluted basis. Westinghouse also acquired in
connection with the Acquisition, the Mortgage Notes, which are secured by
liens on all of the Company's owned real property. See "Description of Certain
Indebtedness--Mortgage Notes."

OTHER AGREEMENTS. Also in connection with the Acquisition, Westinghouse
entered into various agreements with the Company including a five-year non-
competition agreement which remains in effect through February 28, 1999; a
transitional services agreement which is no longer in effect; and an agreement
(the "Letter Agreement") pursuant to which, among other things, Fund IV and
CDW agreed to vote for, or cause to be voted for, one Westinghouse nominee to
the Boards of Directors of CDW and each of its subsidiaries. Westinghouse has
not exercised its rights to nominate such directors. The Letter Agreement, and
Westinghouse's rights thereunder, will terminate upon consummation of the
Offerings. In addition, Westinghouse agreed to indemnify the Company with
respect to certain matters in connection with the Acquisition, including
certain liabilities arising under Environmental Laws. The Company has made a
claim under this indemnity for certain environmental liabilities in the amount
of $1.5 million, which Westinghouse is disputing.

SECURITY OWNERSHIP BY MANAGEMENT
AND PRINCIPAL STOCKHOLDERS

The following table furnishes certain information, to the best knowledge of
the Company, as of December 24, 1997 and as adjusted to reflect the sale of
the Class A Common Stock offered hereby, as to the shares of Class A Common
Stock beneficially owned by (1) each director of the Company, (2) each Named
Executive, (3) by all directors and executive officers of the Company as a
group and (4) by each person owning beneficially more than 5% of the
outstanding shares of such class. See "Description of Capital Stock."

PRIOR TO THE OFFERINGS AFTER THE OFFERINGS
-------------------------------- ----------------------------
AMOUNT AND
AMOUNT AND NATURE OF
NATURE OF BENEFICIAL PERCENTAGE BENEFICIAL OWNER- PERCENTAGE
BENEFICIAL OWNER OWNERSHIP(2) OF CLASS(3) SHIP OF CLASS
---------------- -------------------- ----------- ----------------- ----------

NAME AND ADDRESS
The Clayton & Dubilier
Private
Equity Fund IV Limited
Partnership
270 Greenwich Avenue
Greenwich, CT 06830
(1)(4)................ 833,280 % %
B. Charles Ames (1)(5).. 833,280
William A. Barbe (1)(5). 833,280
Donald J. Gogel (1)(5).. 833,280
Leon J. Hendrix, Jr.
(1)(5)................. 833,280
Hubbard C. Howe (1)(5).. 833,280
Andrall E. Pearson
(1)(5)................. 833,280
Joseph L. Rice, III
(1)(5)................. 833,280
CBS Corporation, for-
merly known as Westing-
house Electric Corpora-
tion (6)
51 West 52nd Street
New York, NY 10019..... 200,000
Roy W. Haley (6)........ 30,088
Mark E. Keough.......... 11,572
James H. Mehta (6)...... 9,858
Richard J. Marshuetz
(6).................... 11,572
Stanley C. Weiss........ --
Wiley N. Caldwell....... 1,000
Alberto Cribiore........ --
J. Trevor Eyton......... 500
Benson P. Shapiro....... 1,000
Martin D. Walker........ 1,000
All directors and execu-
tive officers as a
group
(21 persons) (6) (7)... 913,652

- --------
(1) Assumes the Underwriters' over-allotment options are not exercised. If
such options are exercised, each such person would have shares,
representing % of the outstanding shares of Class A Common Stock.

(2) Does not reflect the stock split to be effected prior to the consummation
of the Offerings.

(3) For the purposes of this table, the percent of the issued and outstanding
shares of Class A Common Stock of the Company held by each individual or
group has been calculated on the basis of shares which includes (i)
shares of Class A Common Stock issued and outstanding on December 24,
1997, (ii) shares of Class A Common Stock subject to stock options
exercisable within 60 days of December 24, 1997 only with respect to
respective named stockholders and (iii) shares of Class A Common Stock
which will be issued in exchange for the Acquisition Notes upon
consummation of the Offerings. See "Management--Stock Option Plan,"
"Description of Capital Stock" and "Description of Certain Indebtedness--
Acquisition Notes."
(footnotes continued on following page)

(4) Fund IV is an investment partnership, the general partner of which is
Associates IV. The general partners of Associates IV are Messrs. Ames,
Barbe, Gogel, Hendrix, Howe, Pearson and Rice, who share investment
discretion with respect to the securities held by Fund IV. Messrs. Gogel
and Rice own all of the outstanding stock of CD&R.

(5) Consists solely of shares owned by Fund IV. Messrs. Ames, Barbe, Gogel,
Hendrix, Howe, Pearson and Rice may be deemed to share beneficial
ownership of the shares owned of record by Fund IV by virtue of their
status as general partners of Associates IV, but each expressly disclaims
such beneficial ownership of the shares owned by Fund IV. Messrs. Ames,
Barbe, Gogel, Hendrix, Howe, Pearson and Rice share investment and voting
power with respect to securities owned by Fund IV. The business address
for each of them is c/o Clayton, Dubilier & Rice, Inc., 375 Park Avenue,
18th Floor, New York, New York 10152.

(6) Includes shares issuable upon the exercise of currently exercisable
options or options exercisable within 60 days of the date of this
Prospectus.

(7) Includes 833,280 shares owned of record by Fund IV with respect to which
Messrs. Ames, Barbe and Hendrix may be deemed to share beneficial
ownership by virtue of their status as general partners of Associates IV.
Each of Messrs. Ames, Barbe and Hendrix expressly disclaims beneficial
ownership of such shares.

SELLING STOCKHOLDERS

The Selling Stockholders acquired their shares of Class A Common Stock in
connection with the Acquisition. The transferability of the shares held by the
Selling Stockholders is restricted by federal and state securities laws and by
the Registration and Participation Agreement, and by the stock subscription
agreement pursuant to which such shares were issued. Under the Registration
and Participation Agreement, the Selling Stockholders have certain rights to
require the Company to register shares of Class A Common Stock under the
federal securities laws, and to register or qualify such shares for resale
under state securities laws. All the shares of Class A Common Stock offered by
the Selling Stockholders hereby are being registered pursuant to such
registration rights. The Registration and Participation Agreement requires the
Company to pay all expenses incurred by the Selling Stockholders with respect
to the Offerings, other than underwriting discounts and commissions, transfer
taxes applicable to the Class A Common Stock to be sold by the Selling
Stockholders and certain legal fees. As required under the Registration and
Participation Agreement, the Company has agreed to pay the fees and expenses
of one law firm to represent certain Selling Stockholders in connection with
the Offerings. The Company has agreed to indemnify the Selling Stockholders
and the Underwriters, and the Selling Stockholders have agreed to indemnify
the Company, its directors, controlling persons and officers who have signed
the Registration Statement of which this Prospectus is a part and the
Underwriters as to certain matters relating to the Class A Common Stock to be
sold by the Selling Stockholders. Upon registration and sale, such shares of
Class A Common Stock will be free of the restrictions noted above other than
restrictions under the Securities Act with respect to persons who may be
deemed to be affiliates of the Company for purposes of the Securities Act.

The following table sets forth certain information with respect to the
Selling Stockholders and their beneficial ownership of the Class A Common
Stock as of September 30, 1997 and as adjusted to reflect the sale of the
Class A Common Stock offered by the Selling Stockholders hereby. For
information with respect to positions, offices or other material relationships
of the Selling Stockholders with the Company or any predecessor or affiliate
thereof, other than as a stockholder thereof, during the past three years
between the Company, Fund IV and Westinghouse, see "Certain Transactions and
Relationships." Each Selling Stockholder named has sole voting and dispositive
power with respect to its shares.

All information with respect to beneficial ownership has been furnished by
the respective Selling Stockholders.

The information presented in the preceding discussion and in the following
table assumes that the Underwriters' over-allotment options are not exercised
in full.

SHARES
BENEFICIALLY SHARES
OWNED BENEFICIALLY OWNED
PRIOR TO OFFERINGS NUMBER OF AFTER OFFERINGS
NAME AND ADDRESS --------------------- SHARES ------------------
OF BENEFICIAL OWNER NUMBER PERCENT OFFERED NUMBER PERCENT
------------------- ----------- ------------------ ------------------

The Clayton & Dubilier Pri-
vate
Equity Fund IV Limited
Partnership............... 833,280
270 Greenwich Avenue
Greenwich, CT 06830

DESCRIPTION OF CAPITAL STOCK

The following description of the Company's capital stock does not purport to
be complete and is qualified in its entirety by reference to applicable
Delaware law and to the provisions of the Company's Certificate of
Incorporation and By-laws. Copies of the forms of Certificate of Incorporation
and By-laws have been filed as exhibits to the Registration Statement of which
this Prospectus forms a part.

The Company's authorized capital stock consists of 2,000,000 shares of Class
A Common Stock, par value $.01 per share, and 2,000,000 shares of Class B
Common Stock, par value $.01 per share. As of September 30, 1997, the Company
had outstanding 1,020,072 shares of Class A Common Stock, no shares of Class B
Common Stock, 220,518 options to purchase shares of Class A Common Stock, of
which options for 134,990 shares were exercisable and options for 85,528
shares became exercisable over the next five years. As of September 30, 1997
there were 55 holders of record of Class A Common Stock.

CLASS A COMMON STOCK

VOTING RIGHTS. Each holder of shares of Class A Common Stock is entitled to
one vote per share on all matters to be voted on by stockholders. Holders of
Class A Common Stock are not entitled to cumulative votes in the election of
directors.

DIVIDEND RIGHTS. The holders of Class A Common Stock are entitled to
dividends and other distributions if, as and when declared by the Board out of
assets legally available therefor, subject to the rights of any holder of
preferred stock, restrictions set forth in the Company's credit facilities and
restrictions, if any, imposed by other indebtedness outstanding from time to
time. See "Dividend Policy" and "Management's Discussion and Analysis of
Financial Conditions and Results of Operations--Liquidity and Capital
Resources." The holders of Class A Common Stock and Class B Common Stock are
entitled to equivalent per share dividends and distributions.

OTHER RIGHTS. Upon the liquidation, dissolution or winding up of the
Company, the holders of shares of Class A Common Stock would be entitled to
share pro rata (on an equal basis with the holders of the Class B Common
Stock) in the distribution of all of the Company's assets remaining available
for distribution after satisfaction of all its liabilities and the payment of
the liquidation preference of any outstanding preferred stock. The holders of
Class A Common Stock have no preemptive or other subscription rights to
purchase shares of the Company, nor are they entitled to the benefits of any
sinking fund provisions. No share of Class A Common Stock issued in connection
with or outstanding prior to the Offerings is subject to any further call or
assessment.

EXCHANGE RIGHTS. In the event that Fund IV makes a distribution of shares of
Class A Common Stock to its limited partners and, following such distribution,
one of its limited partners would then be subject to limitations under the
Bank Holding Company Act of 1956 (the "Bank Holding Act") on its ability to
hold more than 5% of the voting stock of the Company, Fund IV is entitled to
exchange a certain number of shares of its Class A Common Stock into the same
number of shares of Class B Common Stock so as to permit it to distribute
shares of Class B Common Stock to such limited partners without exceeding the
limitations under the Bank Holding Act.

CLASS B COMMON STOCK

The Class B Common Stock is identical to the Class A Common Stock in all
respects except that the holders of Class B Common Stock will have no right to
vote, except as required by law. Shares of Class B Common Stock automatically
convert into the same number of shares of Class A Common Stock upon the sale
or transfer by the holder thereof to a non-affiliate. To the extent permitted
by law, each holder of Class B Common Stock is entitled to convert any or all
shares of Class B Common Stock held into the same number of shares of Class A
Common Stock. The Class B Common Stock was intended to meet the needs of
several limited partners in Fund IV which may be subject to limitations under
the Bank Holding Act on their ability to hold more than 5% of the

voting stock of the Company in the event Fund IV were to distribute its shares
of Class A Common Stock to such limited partners. It is not anticipated that
additional shares of Class B Common Stock will be issued except in the event
that Fund IV distributes shares of Common Stock to such limited partners. See
"--Class A Common Stock--Exchange Rights."

Following the Offerings, Fund IV will hold shares of Class A Common Stock.
Fund IV has no present plans to make a distribution of shares of Class A
Common Stock held by it to any of its investors. Because shares of Class B
Common Stock are issuable only upon the exchange of shares of Class A Common
Stock, the issuance of shares of Class B Common Stock would not increase the
total number of shares of Common Stock outstanding on such date.

TRANSFER AGENT AND REGISTRAR

has been appointed as the transfer agent and registrar for the shares
of Common Stock.

CERTAIN EFFECTS OF AUTHORIZED BUT UNISSUED STOCK

After consummation of the Offerings, the Company will have unissued and
unreserved shares of Class A Common Stock. These additional shares may be
utilized for a variety of corporate purposes, including future public
offerings to raise additional capital and for facilitating corporate
acquisitions. Except pursuant to the stock option plans described herein, the
Company does not currently have any plans to issue additional shares of Common
Stock. One of the effects of unissued and unreserved shares of capital stock
may be to enable the Board to render more difficult or discourage an attempt
to obtain control of the Company by means of a merger, tender offer, proxy
contest or otherwise, and thereby to protect the continuity of the Company's
management. If, for example, the Board were to determine that a takeover
proposal was not in the Company's best interests, such shares could be issued
by the Board without stockholder approval in one or more private transactions
or other transactions that might prevent or render more difficult or costly
the completion of the takeover transactions by diluting the voting or other
rights of the proposed acquiror or insurgent stockholder group, by creating a
substantial voting block in institutional or other hands that might undertake
to support the position of the incumbent Board, by effecting an acquisition
that might complicate or preclude the takeover, or otherwise.

DESCRIPTION OF CERTAIN INDEBTEDNESS

CREDIT FACILITIES

GENERAL. WESCO and WESCO Distribution-Canada, Inc. ("WESCO Canada") have
entered into credit agreements with separate bank groups providing for an
aggregate $360 million of revolving credit facilities (the "Credit
Facilities"). Under the agreement with the U.S. lenders and Barclays Bank Plc.
("Barclays"), as administrative agent and collateral agent, WESCO may borrow
up to $315 million including a swing line subfacility of $10 million and a
letter of credit subfacility of $35 million (the "U.S. Credit Facility").
Under the agreement with the Canadian lenders, the Bank of Nova Scotia, as
administrative agent, and Barclays, as collateral agent, WESCO Canada may
borrow up to Cdn$62.7 million, including a swing line subfacility of Cdn$5
million, a letter of credit subfacility of Cdn$5 million and an acceptance
facility (the "Canadian Credit Facility"). Borrowings may be used for general
corporate purposes including acquisitions. Borrowings are subject to certain
conditions, including, if WESCO fails to meet certain financial tests, a
borrowing base requirement based on eligible accounts and inventory. The
Credit Facilities will terminate on February 28, 2000. The Company is engaged
in discussions with its lenders regarding, among other things, appropriate
amendments to the Credit Facilities in connection with the Offerings.

GUARANTY AND SECURITY. Borrowings under the U.S. Credit Facility are
guaranteed by CDW; while borrowings under the Canadian Credit Facility are
guaranteed by WESCO and (indirectly) by CDW. Borrowings under the U.S. Credit
Facility and WESCO's obligations under the guarantee of borrowings under the
Canadian Credit Facility are secured by a pledge by WESCO of (1) 100% of the
issued and outstanding capital stock of CDW Realco, Inc. ("Realco") and 65% of
issued and outstanding capital stock of WESCO Canada and (2) all present and
future tangible and intangible assets of WESCO (other than real property and
improvements thereon), together with all proceeds thereof. Borrowings under
the Canadian Credit Facility are secured by a pledge by WESCO Canada of all
present and future tangible and intangible assets of WESCO Canada (other than
real property and improvements thereon), together with the proceeds thereof.
The guarantee by CDW of borrowings under the U.S. Credit Facility and of
WESCO's obligation under its guarantee of the Canadian Credit Facility is
secured by a pledge by CDW of 100% of issued and outstanding capital stock of
WESCO.

INTEREST AND FEES. Interest on outstanding borrowings under the U.S. Credit
Facility accrues at a floating rate based, at WESCO's option, upon (1) LIBOR
for one, two, three or six months plus 1.00% or (2) the greater of (a) the
federal funds rate plus 0.50% or (b) the prime rate plus 0.25%. The applicable
margins over LIBOR and the prime rate are subject to reduction if WESCO meets
certain financial tests. At September 30, 1997, the applicable margins were
0.28% and 0.0%, respectively. Borrowings under the Canadian Credit Facility
bear interest at the higher of (1) the rate offered by certain Canadian banks
for acceptances plus 0.50% and (2) the Canadian prime rate. The margin over
the Canadian prime rate is subject to reduction if WESCO Canada meets certain
financial tests. At September 30, 1997 the applicable margin was 0.50%. In
addition, the Company pays a facility fee on both the U.S. and Canadian Credit
Facilities of 0.23% and 0.50%, respectively, at September 30, 1997. WESCO is
also required to pay a letter of credit commission equal to 1% per annum
(subject to reduction if certain financial tests are met) on the daily amount
stated to be available from time to time under each outstanding letter of
credit.

CERTAIN COVENANTS. The Credit Facilities contain various restrictive
covenants that, among other things, impose (1) limitations on the incurrence
of additional indebtedness or guarantees; (2) limitations on the issuance of
additional stock of subsidiaries; (3) limitations on liens or negative
pledges; (4) limitations on investments, loans, acquisitions or advances; (5)
limitations on dividends; (6) limitations on the sale, lease or other disposal
of assets; (7) limitations on transactions among affiliates which are not
arms-length; (8) limitations on entering into new lines of business; and (9)
limitations on capital expenditures. In addition, the U.S. Credit Facility
requires the Company to meet certain financial tests based on net worth, a
Funded Indebtedness to Consolidated EBITDA ratio and Fixed Charge coverage
ratio (as such terms are defined in the Credit Facilities).

EVENTS OF DEFAULT. The Credit Facilities contain various events of default,
including (1) the failure of Fund IV and its affiliates to own, directly or
indirectly, at least 51% of the outstanding voting stock of CDW, (2) an
acquisition by a third party or group of a percentage of the outstanding
voting stock of CDW greater than 30% or of the power to elect a majority of
CDW's Board of Directors and (3) CDW ceasing to own all of the outstanding
stock of WESCO or WESCO ceasing to own all of the outstanding stock of WESCO
Canada and Realco.

MORTGAGE NOTES

A portion of the purchase price for the Acquisition was financed through the
issuance by CDW to Westinghouse of a guaranteed first mortgage note in the
initial amount of $45 million, due February 28, 2001 (the "Buyer Note") and
the issuance by WESCO Canada of a guaranteed first mortgage note to
Westinghouse Canada in the original principal amount of Cdn$6.8 million, due
February 28, 2001 (the "Canadian Note" and, collectively with the Buyer Note,
the "Mortgage Notes"). At the closing of the Acquisition, CDW caused Realco to
assume all of its obligations under the Buyer Note. The Buyer Note is
guaranteed by CDW and WESCO. The Canadian Note is guaranteed by CDW, WESCO and
Realco. The Buyer Note and the Canadian Note are secured by a first mortgage
lien on all of the real property owned by Realco and WESCO Canada,
respectively.

The Buyer Note is a zero coupon note with a yield to maturity of 8% and the
Canadian Note bears interest at 8% per annum, accruing semi-annually. Accrued
interest payments accrete to the principal amount and are not payable in cash.
The entire aggregate principal amount of the Mortgage Notes (including
accretion for interest accruals) will mature and become payable on February
28, 2001.

The Mortgage Notes contain various covenants, including, among other things,
(1) limitations on the incurrence of additional indebtedness, (2) limitations
on making certain restricted payments, (3) limitations on transactions with
affiliates, (4) limitations on sale of assets or the consolidation with or
merger with or into another entity and (5) a restriction on the sale of the
mortgaged properties. In addition, the Mortgage Notes contain customary events
of default, including for failure to make payments on the Mortgage Notes,
failure to perform covenants, defaulting on the payment of other indebtedness
in an aggregate principal amount exceeding $35 million, and the insolvency or
bankruptcy of the Company. Finally, the Mortgage Notes provide that CDW shall
offer to prepay them upon a Change of Control, which is defined to include (1)
prior to the consummation of an initial public offering after which the public
owns more of the outstanding common stock of CDW than does Westinghouse (a
"Specified Public Offering"), Fund IV and its affiliates ceasing to have the
power to elect a majority of the members of the Board of Directors; (2) after
the consummation of a Specified Public Offering, any person or group (other
than Fund IV and its affiliates or Westinghouse) owning more than 30% of the
total voting stock of CDW and more than the total voting stock of CDW owned by
Fund IV and its affiliates; (3) CDW owning less than all of the outstanding
equity securities of WESCO or Realco; (4) WESCO owning less than all the
outstanding equity securities of Realco or WESCO Canada; or (5) during any
two-year period, individuals who at the beginning of such period constituted
the Board of Directors together with any new directors elected by the
directors then still in office who were directors at the beginning of such
period ceasing for any reason to constitute a majority of the Board of
Directors.

ACQUISITION NOTES

In connection with certain acquisitions, WESCO has issued $2.3 million
principal amount of senior convertible notes (the "Acquisition Notes"). By
their terms, concurrent with the consummation of the Offerings each of the
Acquisition Notes will be mandatorily converted into shares of Class A Common
Stock at a price per share equal to the offering price in the Offerings.
Assuming a closing date for the Offerings of , 1998 and an offering price of
$ per share (the midpoint of the range), an aggregate shares of Class A
Common Stock would be issued upon conversion of the Acquisition Notes. WESCO
intends to fund a portion of the purchase price of the two acquisitions
anticipated to close in January 1997, subject to certain closing conditions,
with $15 million aggregate principal amount of its unsecured notes, maturing
by mid-1999, up to $5 million of which may be converted to shares of Class A
Common Stock at the Offering price at the election of the holder, which
election is required to be made prior to the Offerings. See "Business--
Acquisitions."

SHARES ELIGIBLE FOR FUTURE SALE

After completion of the Offerings, the Company will have shares of Class A
Common Stock outstanding, and shares of Class A Common Stock subject to
outstanding stock options and no shares of Class B Common Stock outstanding.
Of these shares, the shares of Class A Common Stock sold in the Offerings
(and the shares of Class B Common Stock for which such shares of Class A
Common Stock will be convertible) will be freely tradeable without restriction
under the Securities Act, except by persons who may be deemed to be
"affiliates" of the Company, as that term is defined in Rule 144 under the
Securities Act. All the remaining shares of Class A Common Stock (including
any shares issued upon exercise of such stock options) and any shares of Class
B Common Stock for which any such shares of Class A Common Stock are exchanged
("Restricted Shares") may not be sold unless they are registered under the
Securities Act or are sold pursuant to an exemption from registration,
including an exemption contained in Rule 144 under the Securities Act.

In general, under Rule 144, if one year has elapsed since the Restricted
Shares have been acquired from the issuer or from an affiliate of the issuer
(whichever is later), the holder of such Restricted Shares, including for this
purpose persons who may be deemed "affiliates" of the Company whether or not
they hold Restricted Shares, would be entitled to sell, within any three-month
period, up to a number of Restricted Shares that does not exceed the greater
of (1) 1% of the then outstanding shares of Class A Common Stock
(approximately shares immediately after the Offerings assuming that the
Underwriters' over-allotment options are exercised in full) and (2) the
average weekly trading volume of the Class A Common Stock on the New York
Stock Exchange during the four calendar weeks preceding the date on which
notice of the sale is filed with the Commission. Sales under Rule 144 are
subject to certain restrictions relating to manner of sale, notice and the
availability of current public information about the Company and may be
effected only through unsolicited brokers' transactions. A person who is not
deemed an "affiliate" of the Company at any time during the 90 days preceding
a sale would (but for the "lock-up" arrangements described below) be entitled
to sell such Restricted Shares immediately after the Offerings under Rule 144
without regard to the volume or other limitations described above, provided
that two years have elapsed since such Restricted Shares were acquired from
the Company or an affiliate of the Company. Substantially all of the
Restricted Shares have been held for more than two years by the holders
thereof, of which shares are held by persons who may be deemed to be
"affiliates" of the Company. Accordingly, all of the remaining Restricted
Shares may be sold publicly following the expiration of the 180-day "lock-up"
arrangements described below.

"LOCK-UP" ARRANGEMENTS

The Company, the Selling Stockholders and the directors and substantially
all of the employees of the Company who own Class A Common Stock have each
agreed not to enter into any agreement providing for, or to effect, any public
sale, distribution or other disposition of any shares of Common Stock,
including sales pursuant to Rule 144 or Rule 144A under the Securities Act, or
grant any public option for any such sale, or otherwise cause the Company to
register any securities of the Company, for a period of 180 days after the
date of the Offerings without the prior written consent of Merrill Lynch & Co.
on behalf of the Underwriters, except for the shares of Class A Common Stock
offered in connection with the Offerings. After the expiration of such 180-day
period, such stockholders (other than "affiliates" of the Company) will, in
general, be entitled to dispose of their shares without regard to volume or
other restrictions of Rule 144 under the Securities Act.

REGISTRATION AND PARTICIPATION AGREEMENT

Pursuant to the terms of the Registration and Participation Agreement,
existing stockholders of the Company who will collectively own shares of
Class A Common Stock (including shares issuable upon the exercise of
outstanding stock options) after the Offerings have certain registration
rights with respect to their shares of Common Stock (subject to the "lock-up"
arrangements described above). After the completion of the

Offerings and the expiration of the 180-day "lock-up" period described above,
the holders (other than Westinghouse) of at least 20% of the Company's
Registrable Securities (as defined in the Registration and Participation
Agreement), may request that the Company register some or all of their
Registrable Securities. Any time after February 28, 1999 Westinghouse shall
have the right upon two occasions to request that the Company register some or
all of the Registrable Securities it holds. In addition, if the Company
decides to register additional shares of Common Stock (other than, among other
limitations, shares of Common Stock to be issued pursuant to employee benefit
or option plans), all holders of the Company's Registrable Securities
(including Westinghouse) are entitled to participate in such registration,
subject to certain cutback provisions.

Prior to the Offerings, there has been no public market for the Class A
Common Stock and no prediction can be made as to the effect, if any, that
market sales of Restricted Shares, the availability of such Restricted Shares
for such sales, or the existing stockholders' registration rights will have on
the market price of the Class A Common Stock prevailing from time to time.
Nevertheless, sales of substantial amounts of Class A Common Stock, or the
perception that such sales could occur, could adversely affect prevailing
market prices for the Class A Common Stock and could impair the Company's
future ability to raise capital through an offering of its equity securities.
See "Risk Factors--Shares Eligible for Future Sale."

UNITED STATES FEDERAL TAX CONSIDERATIONS
FOR NON-U.S. HOLDERS

The following is a summary of certain United States federal income and
estate tax consequences of the ownership and disposition of Class A Common
Stock by non-U.S. holders. As used herein, "non-U.S. holder" means any person
or entity that is a beneficial owner of Class A Common Stock, other than (1) a
citizen or resident of the United States, (2) a corporation, partnership or
other entity created or organized in the United States or under the laws of
the United States or of any state of the United States, (3) an estate whose
income is includable in gross income for U.S. federal income tax purposes
regardless of its source or (4) a trust if (x) a court within the United
States is able to exercise primary supervision over the administration of the
trust and (y) at least one U.S. person has authority to control all
substantial decisions of the trust. Recently enacted legislation authorizes
the issuance of Treasury Regulations that, under certain circumstances, could
reclassify as a non-U.S. partnership a partnership that would otherwise be
treated as a U.S. partnership, or could reclassify as a U.S. partnership a
partnership that would otherwise be treated as a non-U.S. partnership. Such
regulations would apply only to partnerships created or organized after the
date that proposed Treasury Regulations are filed with the Federal Register
(or, if earlier, the date of issuance of a notice substantially describing the
expected contents of the regulations).

This summary is based on provisions of the U.S. Internal Revenue Code of
1986, as amended (the "Code"), existing and proposed Treasury regulations
promulgated thereunder (the "Treasury Regulations") and administrative and
judicial interpretations thereof, all as of the date hereof and all of which
are subject to change, possibly on a retroactive basis.

This summary is for general information only. It does not address aspects of
United States taxation other than federal income and estate taxation and does
not address all aspects of income and estate taxation or any aspects of state,
local or non-United States taxation. In addition, this summary does not
consider any specific facts or circumstances that may apply to a particular
non-U.S. Holder (including U.S. expatriates, and the fact that in the case of
a non-U.S. Holder that is a partnership, the U.S. tax consequences of holding
and disposing of shares of Class A Common Stock may be affected by certain
determinations made at the partner level), nor does it consider the tax
consequences to any person who is a shareholder, partner or beneficiary of a
holder of Class A Common Stock.

PROSPECTIVE PURCHASERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS WITH
RESPECT TO THE PARTICULAR U.S. FEDERAL INCOME AND ESTATE TAX CONSEQUENCES TO
THEM OF THE OWNERSHIP AND DISPOSITION OF CLASS A COMMON STOCK, AS WELL AS THE
TAX CONSEQUENCES UNDER STATE, LOCAL, NON-U.S. AND OTHER U.S. FEDERAL TAX LAWS
AND THE POSSIBLE EFFECTS OF CHANGES IN TAX LAWS.

INCOME TAX

DIVIDENDS. Generally, dividends paid on Class A Common Stock to a non-U.S.
holder will be subject to U.S. federal income tax. Except for dividends that
are effectively connected with a non-U.S. holder's conduct of a trade or
business within the United States, this tax is imposed and collected by
withholding at the rate of 30% of the amount of the dividend, unless reduced
by an applicable income tax treaty. Under current regulations, dividends paid
to an address in a country other than the United States are presumed, absent
knowledge to the contrary, to be paid to a resident of such country in
determining the applicability of a treaty for such purposes.

However, under recently finalized Treasury Regulations relating to
withholding of tax on payments to non-U.S. persons, which by their terms apply
to dividend and other payments made after December 31, 1998 (the "Final
Withholding Regulations"), a non-U.S. holder who is the beneficial owner
(within the meaning of the Final Withholding Regulations) of dividends paid on
Class A Common Stock and who wishes to claim the benefit of an applicable
treaty is generally required to satisfy certain certification and
documentation requirements. Certain special rules apply to claims for treaty
benefits made by non-U.S. persons that are entities rather than individuals
and to beneficial owners (within the meaning of the Final Withholding
Regulations) of dividends paid to entities in which such beneficial owners are
interest holders.

Except as may be otherwise provided in an applicable income tax treaty,
dividends paid on Class A Common Stock to a non-U.S. holder that are
effectively connected with the holder's conduct of a trade or business within
the United States are subject to tax at ordinary U.S. federal income tax
rates, which tax is not collected by withholding (except as described below
under "--Backup Withholding and Information Reporting"). All or part of any
effectively connected dividends received by a non-U.S. corporation may also,
under certain circumstances, be subject to an additional "branch profits" tax
at a 30% rate, or such lower rate as may be specified by an applicable income
tax treaty. A non-U.S. holder who wishes to claim an exemption from
withholding for effectively connected dividends is generally required to
satisfy certain certification and documentation requirements.

A non-U.S. holder that is eligible for a reduced rate of U.S. withholding
tax pursuant to a tax treaty may obtain a refund of any excess amounts
withheld by filing an appropriate claim for refund with the U.S. Internal
Revenue Service (the "I.R.S.").

DISPOSITION OF CLASS A COMMON STOCK. Generally, non-U.S. holders will not be
subject to U.S. federal income tax (or withholding thereof) in respect of gain
recognized on a disposition of Class A Common Stock unless (1) the gain is
effectively connected with the holder's conduct of a trade or business within
the United States (in which case the "branch profits" tax described above may
also apply if the holder is a non-U.S. corporation); (2) in the case of a
holder who is a nonresident alien individual and holds Class A Common Stock as
a capital asset, such holder is present in the United States for 183 or more
days in the taxable year of the sale and certain other conditions are met; or
(3) the Company is or has been a "United States real property holding
corporation" for U.S. federal income tax purposes (which the Company does not
believe it has been or is currently, and does not anticipate becoming) and the
holder has held directly or constructively more than 5% of the outstanding
Class A Common Stock within the five-year period ending on the date of the
disposition.

ESTATE TAX

If an individual non-U.S. holder owns, or is treated as owning, Class A
Common Stock at the time of his or her death, such stock would be subject to
U.S. federal estate tax imposed on the estates of nonresident aliens, in the
absence of a contrary provision contained in an applicable tax treaty.

BACKUP WITHHOLDING AND INFORMATION REPORTING

Under certain circumstances, the I.R.S. requires certain information
reporting and "backup withholding" at a rate of 31% with respect to certain
payments on Class A Common Stock.

DIVIDENDS. Under current law, dividends paid on Class A Common Stock to a
non-U.S. holder at an address outside the United States are generally exempt
from backup withholding tax and U.S. information reporting requirements (but
not from regular withholding tax, as discussed above). Under the Final
Withholding Regulations, for dividends paid after December 31, 1998, a non-
U.S. person must generally provide proper documentation indicating non-U.S.
status to a withholding agent in order to avoid backup withholding tax;
however, dividends paid to certain exempt recipients (not including
individuals) will not be subject to backup withholding even if such
documentation is not provided if the withholding agent is allowed to rely on
certain regulatory presumptions concerning the recipient's non-U.S. status
(including payment to an address outside the United States).

BROKER SALES. Payments of proceeds from the sale of Class A Common Stock by
a non-U.S. holder made to or through a U.S. office of a broker are generally
subject to both information reporting and backup withholding unless the holder
certifies its non-U.S. status under penalties of perjury or otherwise
establishes entitlement to an exemption. Payments of proceeds from the sale of
Class A Common Stock by a non-U.S. holder made to or through a non-U.S. office
of a broker generally will not be subject to information reporting or backup
withholding. However, payments made to or through certain non-U.S. offices,
including the non-U.S. offices of a U.S. broker, are generally subject to
information reporting (but not backup withholding) unless the holder certifies
its non-U.S. status under penalties of perjury or otherwise establishes
entitlement to an exemption.

A non-U.S. holder may obtain a refund of any excess amounts withheld under
the backup withholding rules by filing an appropriate claim for refund with
the I.R.S.

UNDERWRITING

Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch"),
Goldman, Sachs & Co., Bear, Stearns & Co. Inc. and Smith Barney Inc. are
acting as representatives (the "U.S. Representatives") of each of the
Underwriters named below (the "U.S. Underwriters"). Subject to the terms and
conditions set forth in a U.S. purchase agreement (the "U.S. Purchase
Agreement") among the Selling Stockholders, the Company and the U.S.
Underwriters, and concurrently with the sale of shares of Class A Common
Stock to the International Managers (as defined below), the Selling
Stockholders have agreed to sell to the U.S. Underwriters, and each of the
U.S. Underwriters severally and not jointly has agreed to purchase from the
Selling Stockholders, the number of shares of Class A Common Stock set forth
opposite its name below.

NUMBER OF
U.S. UNDERWRITER SHARES
---------------- ---------

Merrill Lynch, Pierce, Fenner & Smith
Incorporated.............................................
Goldman, Sachs & Co. .........................................
Bear, Stearns & Co. Inc.......................................
Smith Barney Inc..............................................
---
Total....................................................
===

The Company and the Selling Stockholders have also entered into an
international purchase agreement (the "International Purchase Agreement") with
certain underwriters outside the United States and Canada (the "International
Managers" and, together with the U.S. Underwriters, the "Underwriters") for
whom Merrill Lynch International, Goldman Sachs International, Bear, Stearns
International Limited and Smith Barney Inc. are acting as lead managers (the
"Lead Managers"). Subject to the terms and conditions set forth in the
International Purchase Agreement, and concurrently with the sale of shares
of Class A Common Stock to the U.S. Underwriters pursuant to the U.S. Purchase
Agreement, the Selling Stockholders have agreed to sell to the International
Managers, and the International Managers severally and not jointly have agreed
to purchase from the Selling Stockholders, an aggregate of shares of Class
A Common Stock. The initial public offering price per share and the
underwriting discount per share of Class A Common Stock will be identical
under the U.S. Purchase Agreement and the International Purchase Agreement.

In the U.S. Purchase Agreement and the International Purchase Agreement, the
several U.S. Underwriters and the several International Managers,
respectively, have agreed, subject to the terms and conditions set forth
therein, to purchase all of the shares of Class A Common Stock being sold
pursuant to each such agreement if any of the shares of Class A Common Stock
being sold pursuant to such agreement are purchased. Under certain
circumstances, under the U.S. Purchase Agreement and the International
Purchase Agreement, the commitments of non-defaulting Underwriters may be
increased. The closings with respect to the sale of shares of Class A Common
Stock to be purchased by the U.S. Underwriters and the International Managers
are conditioned upon one another.

The U.S. Representatives have advised the Selling Stockholders and the
Company that the U.S. Underwriters propose initially to offer the shares of
Class A Common Stock to the public at the initial public offering price set
forth on the cover page of this Prospectus, and to certain dealers at such
price less a concession not in excess of $ per share of Class A Common
Stock. The U.S. Underwriters may allow, and such dealers may reallow, a
discount not in excess of $ per share of Class A Common Stock on sales to
certain other dealers. After the initial public offering, the public offering
price, concession and discount may be changed.

The Selling Stockholders have granted an option to the U.S. Underwriters,
exercisable for 30 days after the date of this Prospectus, to purchase up to
an aggregate of additional shares of Class A Common Stock at the initial
public offering price set forth on the cover page of this Prospectus, less the
underwriting discount. The U.S. Underwriters may exercise these options solely
to cover over-allotments, if any, made on the sale of the

Class A Common Stock offered hereby. To the extent that the U.S. Underwriters
exercise these options, each U.S. Underwriter will be obligated, subject to
certain conditions, to purchase a number of additional shares of Class A
Common Stock proportionate to such U.S. Underwriter's initial amount reflected
in the foregoing table. The Selling Stockholders have also granted an option
to the International Managers, exercisable for 30 days after the date of this
Prospectus, to purchase up to an aggregate of additional shares of Class A
Common Stock to cover over-allotments, if any, on terms similar to those
granted to the U.S. Underwriters.

At the request of the Company, the Underwriters have reserved for sale, at
the initial public offering price up to of the shares of Class A Common
Stock offered hereby to be sold to certain employees of the Company and
certain other persons. The number of shares of Class A Common Stock available
for sale to the general public will be reduced to the extent such persons
purchase such reserved shares. Any reserved shares which are not orally
confirmed for purchase within one day of the pricing of the Offerings will be
offered by the Underwriters to the general public on the same terms as the
other shares offered hereby.

The Selling Stockholders, the Company's executive officers and directors,
and certain other stockholders have agreed, subject to certain exceptions, not
to directly or indirectly (i) offer, pledge, sell, contract to sell, sell any
option or contract to purchase, purchase any option or contract to sell, grant
any option, right or warrant for the sale of or otherwise dispose of or
transfer any shares of Class A Common Stock or securities convertible into or
exchangeable or exercisable for Class A Common Stock, whether now owned or
thereafter acquired by the person or entity executing the agreement or with
respect to which the person or entity executing the agreement thereafter
acquires the power of disposition, or file a registration statement under the
Securities Act with respect to the foregoing or (ii) enter into any swap or
other agreement that transfers, in whole or in part, the economic consequence
of ownership of the Class A Common Stock whether any such swap or transaction
is to be settled by delivery of Class A Common Stock or other securities, in
cash or otherwise, without the prior written consent of Merrill Lynch on
behalf of the Underwriters for a period of 180 days after the date of this
Prospectus. See "Shares Eligible for Future Sale."

The U.S. Underwriters and the International Managers have entered into an
intersyndicate agreement (the "Intersyndicate Agreement") that provides for
the coordination of their activities. Pursuant to the Intersyndicate
Agreement, the U.S. Underwriters and the International Managers are permitted
to sell shares of Class A Common Stock to each other for purposes of resale at
the initial public offering price, less an amount not greater than the selling
concession. Under the terms of the Intersyndicate Agreement, the U.S.
Underwriters and any dealer to whom they sell shares of Class A Common Stock
will not offer to sell or sell shares of Class A Common Stock to persons who
are non-U.S. or non-Canadian persons or to persons they believe intend to
resell to persons who are non-U.S. or non-Canadian persons, and the
International Managers and any dealer to whom they sell shares of Class A
Common Stock will not offer to sell or sell shares of Class A Common Stock to
U.S. persons or to Canadian persons or to persons they believe intend to
resell to U.S. or Canadian persons, except in the case of transactions
pursuant to the Intersyndicate Agreement.

Prior to the Offerings, there has been no public market for the Class A
Common Stock of the Company. The initial public offering price will be
determined through negotiations among the Company, the Selling Stockholders,
the U.S. Representatives and the Lead Managers. The factors to be considered
in determining the initial public offering price, in addition to prevailing
market conditions, are price-earnings ratios of publicly traded companies that
the U.S. Representatives and Lead Managers believe to be comparable to the
Company, certain financial information of the Company, the history of, and the
prospects for, the Company and the industry in which it competes, and an
assessment of the Company's management, its past and present operations, the
prospects for, and timing of, future revenues of the Company, the present
state of the Company's development and the above factors in relation to market
values and various valuation measures of other companies engaged in activities
similar to the Company. There can be no assurance given that an active trading
market will develop for the Class A Common Stock or that the Class A Common
Stock will trade in the public market subsequent to the Offerings at or above
the initial public offering price.

Application will be made to list the Class A Common Stock on the New York
Stock Exchange under the symbol " ." In order to meet the requirements for
listing of the Class A Common Stock on the New York Stock Exchange, the U.S.
Underwriters and International Managers have undertaken to sell lots of 100 or
more shares to a minimum of 2,000 beneficial owners.

The Underwriters and International Managers do not intend to confirm sales
of the Class A Common Stock offered hereby to any accounts over which they
exercise discretionary authority.

The Company and the Selling Stockholders have agreed to indemnify the U.S.
Underwriters and the International Managers against certain liabilities,
including certain liabilities under the Securities Act, or to contribute to
payments which the U.S. Underwriters and International Managers may be
required to make in respect thereof.

Until the distribution of the Class A Common Stock is completed, rules of
the Commission may limit the ability of the Underwriters and certain selling
group members to bid for and purchase the Class A Common Stock. As an
exception to these rules, the U.S. Representatives are permitted to engage in
certain transactions that stabilize the price of the Class A Common Stock.
Such transactions consist of bids or purchases for the purpose of pegging,
fixing or maintaining the price of the Class A Common Stock.

If the Underwriters create a short position in the Class A Common Stock in
connection with the Offerings, i.e., if they sell more shares of Class A
Common Stock than are set forth on the cover page of this Prospectus, the U.S.
Representatives may reduce that short position by purchasing Class A Common
Stock in the open market. The U.S. Representatives may also elect to reduce
any short position by exercising all or part of the over-allotment option
described above.

The U.S. Representatives may also impose a penalty bid on certain
Underwriters and selling group members. This means that if the U.S.
Representatives purchase shares of Class A Common Stock in the open market to
reduce the Underwriters' short position or to stabilize the price of the Class
A Common Stock, they may reclaim the amount of the selling concession from the
Underwriters and selling group members who sold those shares as part of the
Offerings.

In general, purchases of a security for the purpose of stabilization or to
reduce a short position could cause the price of the security to be higher
than it might have been in the absence of such purchases. The imposition of a
penalty bid might also have an effect on the price of the Class A Common Stock
to the extent that it discourages resales of the Class A Common Stock.

None of the Company, the Selling Stockholders or any of the Underwriters
makes any representation or prediction as to the direction or magnitude of any
effect that the transactions described above may have on the price of the
Class A Common Stock. In addition, none of the Company, the Selling
Stockholders or any of the Underwriters makes any representation that the U.S.
Representatives will engage in such transactions or that such transactions,
once commenced, will not be discontinued without notice.

LEGAL MATTERS

The validity of the shares of Class A Common Stock offered hereby will be
passed upon for the Company and the Selling Stockholders by Debevoise &
Plimpton, New York, New York. Certain legal matters will be passed upon for
the Underwriters by Fried, Frank, Harris, Shriver & Jacobson (a partnership
including professional corporations), New York, New York. Debevoise & Plimpton
also acts and may hereafter act as counsel to CD&R and its affiliates and to
the Company and its affiliates. Franci J. Blassberg, Esq., a member of
Debevoise & Plimpton, is married to Joseph L. Rice, III, a general partner of
Associates IV, the general partner of Fund IV.

EXPERTS

The consolidated balance sheets of the Company as of December 31, 1995 and
1996 and the consolidated statements of income, stockholders' equity and cash
flows of the Company for the ten months ended December 31, 1994 and for each
of the two years in the period ended December 31, 1996 included in this
Prospectus have been included herein in reliance on the report of Coopers &
Lybrand L.L.P., independent accountants, given on the authority of that firm
as experts in accounting and auditing.

ADDITIONAL INFORMATION

A registration statement (the "Registration Statement") on Form S-1 under
the Securities Act has been filed with the Commission with respect to the
shares of Class A Common Stock offered hereby. This Prospectus does not
contain all the information set forth in the Registration Statement and
exhibits and schedules thereto, certain portions having been omitted in
accordance with the rules and regulations of the Commission. For further
information with respect to the Company and the shares of Class A Common Stock
offered hereby, reference is hereby made to the Registration Statement and
such exhibits thereto and the financial statements, notes and schedules filed
as part thereof, which may be inspected, without charge, at the Public
Reference Section of the Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the regional offices of the
Commission located at 75 Park Place, New York, New York 10007 and Northwestern
Atrium Center, 500 W. Madison Street, 14th Floor, Chicago, Illinois 60611.
Copies of all or any portion of the Registration Statement may be obtained
from the Public Reference Section of the Commission upon payment of prescribed
fees. The Commission also maintains a worldwide web site at http://www.sec.gov
which contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission.

Statements made in this Prospectus concerning the provisions of any document
referred to herein or therein are not necessarily complete, and in each
instance reference is made to the copy of the document included as an exhibit
to the Registration Statement. Each such statement is qualified in its
entirety by this reference.

The Company intends to furnish its stockholders with annual reports
containing audited consolidated financial statements and with quarterly
reports for the first three quarters of each fiscal year containing unaudited
consolidated summary financial information.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Accountants......................................... F-2
Consolidated Balance Sheets as of December 31, 1995 and 1996 and September
30, 1997 (unaudited)..................................................... F-3
Consolidated Statements of Income for the period from February 28, 1994
(date of acquisition) through December 31, 1994, the years ended December
31, 1995 and 1996 and for the nine month periods ending September 30,
1996 and 1997 (unaudited)................................................ F-4
Consolidated Statements of Stockholders' Equity for the period from
February 28, 1994 (date of acquisition) through December 31, 1994, the
years ended December 31, 1995 and 1996 and for the nine month period
ended September 30, 1997 (unaudited)..................................... F-5
Consolidated Statements of Cash Flows for the period from February 28,
1994 (date of acquisition) through December 31, 1994, the years ended
December 31, 1995 and 1996 and for the nine month periods ending
September 30, 1996 and 1997 (unaudited).................................. F-6
Notes to Consolidated Financial Statements................................ F-7

F-1

REPORT OF INDEPENDENT ACCOUNTANTS

To the Stockholders and Board of Directors of CDW Holding Corporation:

We have audited the accompanying consolidated balance sheets of CDW Holding
Corporation and subsidiaries as of December 31, 1995 and 1996, and the related
consolidated statements of income, stockholders' equity, and cash flows for
the period from February 28, 1994 (date of acquisition) through December
31,1994 and for the two years in the period ended December 31, 1996. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the
consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management as
well as evaluating the overall consolidated financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position
of CDW Holding Corporation and subsidiaries as of December 31, 1995 and 1996,
and the results of their operations and their cash flows for the period from
February 28, 1994 (date of acquisition) through December 31, 1994 and for the
two years in the period ended December 31, 1996, in conformity with generally
accepted accounting principles.

/s/ Coopers & Lybrand L.L.P.

600 Grant Street
Pittsburgh, Pennsylvania
February 28, 1997, except for Note 17,
as to which the date is December 24, 1997

F-2

CDW HOLDING CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

DECEMBER 31, SEPTEMBER 30,
-------------------- -------------
1995 1996 1997
--------- --------- -------------
(UNAUDITED)

ASSETS
Current assets:
Cash and cash equivalents................ $ 8,590 $ -- $ 20,654
Trade accounts receivable, net of
allowance for doubtful accounts of
$8,589, $10,075 and $10,790 in 1995,
1996, and 1997, respectively............ 247,900 311,896 361,065
Other accounts receivable................ 13,950 19,040 14,902
Inventories.............................. 192,909 263,107 307,130
Prepaid expenses and other current
assets.................................. 1,718 1,998 4,533
Deferred income taxes (Note 7)........... 11,041 12,731 16,166
--------- --------- ---------
Total current assets................... 476,108 608,772 724,450
Property, buildings and equipment, net
(Note 4).................................. 84,373 93,951 96,905
Trademarks, net of accumulated amortization
of $1,586, $453 and $1,087 in 1995, 1996,
and 1997, respectively.................... 7,097 3,541 3,287
Goodwill, net of accumulated amortization
of $72, $1,887 and $3,861 in 1995, 1996,
and 1997, respectively (Note 15).......... 6,074 62,553 64,863
Other assets (Note 5)...................... 7,684 4,670 6,746
--------- --------- ---------
Total assets........................... $ 581,336 $ 773,487 $ 896,251
========= ========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable......................... $ 218,322 $ 283,434 $ 332,320
Accrued payroll and benefit costs........ 27,561 25,597 19,562
Restructuring reserve.................... 5,090 4,541 4,326
Income taxes payable..................... -- 4,972 3,227
Other current liabilities (Note 6)....... 19,422 17,160 19,377
--------- --------- ---------
Total current liabilities.............. 270,395 335,704 378,812
Long-term debt (Note 8).................... 172,004 260,635 314,695
Other noncurrent liabilities............... 3,057 6,311 5,723
Deferred income taxes (Note 7)............. 11,781 13,161 13,147
--------- --------- ---------
Total liabilities...................... 457,237 615,811 712,377
Commitments and contingencies (Note 13)
Redeemable common stock, $.01 par value,
79,904, 88,082 and 86,792 shares issued
and outstanding in 1995, 1996, and 1997,
respectively (Note 9)..................... 16,187 24,514 40,278
Stockholders' equity:
Class A common stock, $.01 par value,
2,000,000 authorized, 933,280, shares
issued and outstanding in 1995, 1996,
and 1997................................ 9 9 9
Class B nonvoting convertible common
stock, $.01 par value, 2,000,000 shares
authorized.............................. -- -- --
Additional paid-in capital............... 93,319 93,319 93,319
Retained earnings........................ 12,210 37,545 48,064
Common stock to be issued under option... 2,500 2,500 2,500
Foreign currency translation adjustment.. (126) (211) (296)
--------- --------- ---------
Total stockholders' equity............. 107,912 133,162 143,596
--------- --------- ---------
Total liabilities and stockholders'
equity................................ $ 581,336 $ 773,487 $ 896,251
========= ========= =========

The accompanying notes are an integral part of the consolidated financial
statements.

F-3

CDW HOLDING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

FOR THE NINE MONTH PERIOD
DECEMBER 31, ENDING SEPTEMBER 30,
----------------------- -------------------------
FOR THE PERIOD
FEBRUARY 28, 1994
THROUGH
DECEMBER 31, 1994 1995 1996 1996 1997
----------------- ----------- ----------- ------------ ------------
(UNAUDITED)

Sales, net.............. $ 1,398,536 $ 1,857,042 $ 2,274,622 $ 1,668,298 $ 1,916,144
Cost of goods sold...... 1,168,473 1,535,998 1,869,565 1,372,625 1,576,193
----------- ----------- ----------- ------------ ------------
Gross profit.......... 230,063 321,044 405,057 295,673 339,951
Selling, general and
administrative
expenses............... 197,738 257,972 326,003 239,112 272,493
Depreciation and
amortization........... 7,455 7,339 10,846 7,864 8,381
----------- ----------- ----------- ------------ ------------
Income from
operations........... 24,870 55,733 68,208 48,697 59,077
Interest expense, net... 17,654 15,813 17,382 12,931 14,945
----------- ----------- ----------- ------------ ------------
Income before income
taxes and
extraordinary charge. 7,216 39,920 50,826 35,766 44,132
Provision for income
taxes
(Note 7)............... 3,611 14,790 18,364 13,000 17,525
----------- ----------- ----------- ------------ ------------
Income before
extraordinary charge. 3,605 25,130 32,462 22,766 26,607
Extraordinary charge,
net of applicable taxes
(Note 8)............... -- 8,068 -- -- --
----------- ----------- ----------- ------------ ------------
Net income............ 3,605 17,062 32,462 22,766 26,607
Appreciation on
redeemable common stock
(Note 9)............... 817 7,640 7,127 5,345 16,088
----------- ----------- ----------- ------------ ------------
Earnings applicable to
common stock........... $ 2,788 $ 9,422 $ 25,335 $ 17,421 $ 10,519
=========== =========== =========== ============ ============
Primary earnings per
share:
Income before
extraordinary charge. $ 2.84 $ 16.43 $ 22.57 $ 15.54 $ 9.05
Extraordinary charge,
net of applicable
taxes................ -- 7.58 -- -- --
----------- ----------- ----------- ------------ ------------
Earnings applicable to
common stockholders.. $ 2.84 $ 8.85 $ 22.57 $ 15.54 $ 9.05
=========== =========== =========== ============ ============
Weighted-average
shares outstanding
used in computing
primary earnings per
share................ 980,402 1,064,803 1,122,332 1,121,393 1,162,118
=========== =========== =========== ============ ============

The accompanying notes are an integral part of the consolidated financial
statements.

F-4

CDW HOLDING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

COMMON STOCK
CLASS A
--------------
COMMON FOREIGN
ADDITIONAL STOCK TO CURRENCY
PAID-IN RETAINED BE ISSUED TRANSLATION
SHARES AMOUNT CAPITAL EARNINGS UNDER OPTION ADJUSTMENT
------- ------ ---------- -------- ------------ -----------

Balances at February 28,
1994 (date of
acquisition)........... 833,280 $ 8 $ 83,320 $ -- $ -- $ --
Shares and option
issued at acquisition
(Note 12)............ 100,000 1 9,999 -- 2,500 --
Net income............ -- -- -- 3,605 -- --
Appreciation of
redeemable common
stock................ -- -- -- (817) -- --
Translation
adjustment........... -- -- -- -- -- 42
------- --- -------- -------- ------- ------
Balances at December
31,1994................ 933,280 9 93,319 2,788 2,500 42
Net income............ -- -- -- 17,062 -- --
Appreciation of
redeemable common
stock................ -- -- -- (7,640) -- --
Translation
adjustment........... -- -- -- -- -- (168)
------- --- -------- -------- ------- ------
Balances at December
31,1995................ 933,280 9 93,319 12,210 2,500 (126)
Net income............ -- -- -- 32,462 -- --
Appreciation of
redeemable common
stock................ -- -- -- (7,127) -- --
Translation
adjustment........... -- -- -- -- -- (85)
------- --- -------- -------- ------- ------
Balances at December 31,
1996................... 933,280 9 93,319 37,545 2,500 (211)
Net income............ -- -- -- 26,607 -- --
Appreciation of
redeemable common
stock................ -- -- -- (16,088) -- --
Translation
adjustment........... -- -- -- -- -- (85)
------- --- -------- -------- ------- ------
Balances at September
30, 1997 (unaudited)... 933,280 $ 9 $ 93,319 $ 48,064 $ 2,500 $ (296)
======= === ======== ======== ======= ======

The accompanying notes are an integral part of the consolidated financial
statements.

F-5

CDW HOLDING CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(DOLLARS IN THOUSANDS)

FOR THE NINE MONTH
FOR THE PERIOD PERIOD ENDING
FEBRUARY 28, 1994 DECEMBER 31, SEPTEMBER 30,
THROUGH ------------------ --------------------
DECEMBER 31, 1994 1995 1996 1996 1997
----------------- -------- -------- --------- ---------
(UNAUDITED)

Cash flows from
operating activities:
Net income............. $ 3,605 $ 17,062 $ 32,462 $ 22,766 $ 26,607
Adjustments to
reconcile net income
to net cash provided
by operating
activities:
Depreciation and
amortization........ 7,455 7,339 10,846 7,864 8,381
Amortization of debt
issuance costs and
interest rate caps.. 3,155 1,213 531 361 204
Extraordinary charge,
net of applicable
taxes............... -- 8,068 -- -- --
Charge in lieu of and
deferred income
taxes............... 3,611 14,222 (78) -- --
Changes in assets and
liabilities,
excluding the
effects of
acquisitions:
Trade and other
receivables....... (20,042) (26,844) (21,058) (29,303) (42,280)
Inventories........ 22,454 (26,874) (24,389) (8,832) (38,034)
Prepaid and other
current assets.... 2,545 254 5,930 3,634 (1,853)
Other assets....... (3,996) (1,202) 700 892 (2,633)
Accounts payable... 27,571 27,118 20,323 32,009 44,211
Accrued payroll and
benefit costs..... 13,776 6,287 (1,942) (8,484) (6,006)
Restructuring
reserve........... (1,372) (2,909) (1,636) (3,484) (230)
Other current and
noncurrent
liabilities....... 4,913 1,995 (6,472) (12,223) 5,277
-------- -------- -------- --------- ---------
Net cash provided
by (used for)
operating
activities....... 63,675 25,729 15,217 5,200 (6,356)
-------- -------- -------- --------- ---------
Cash flows from
investing activities:
Capital expenditures... (1,698) (6,456) (9,411) (6,738) (8,202)
Proceeds from the sale
of property, buildings
and equipment......... 2,931 668 2,338 852 1,299
Acquisitions, net of
cash acquired (Note
14)................... (257,793) (6,181) (103,918) (84,767) (16,240)
-------- -------- -------- --------- ---------
Net cash used for
investing
activities........ (256,560) (11,969) (110,991) (90,653) (23,143)
-------- -------- -------- --------- ---------
Cash flows from
financing activities:
Proceeds from long-term
debt.................. 192,493 878,930 544,907 438,317 417,820
Repayments of long-term
debt.................. (66,851) (893,038) (459,730) (352,034) (367,023)
Outstanding checks in
excess of cash
available............. -- 2,292 1,489 -- --
Debt issuance costs.... (16,951) (218) (682) (534) (319)
Proceeds from original
capitalization........ 85,000 -- -- -- --
Proceeds from issuance
and redemption of
common stock and
exercise of stock
options, net.......... 3,834 2,224 1,200 267 (325)
-------- -------- -------- --------- ---------
Net cash provided
by (used for)
financing
activities........ 197,525 (9,810) 87,184 86,016 50,153
-------- -------- -------- --------- ---------
Net change in cash and
cash equivalents....... 4,640 3,950 (8,590) 563 20,654
Cash and cash
equivalents at the
beginning of the
period................. -- 4,640 8,590 8,590 --
-------- -------- -------- --------- ---------
Cash and cash
equivalents at the end
of the period.......... $ 4,640 $ 8,590 $ -- $ 9,153 $ 20,654
======== ======== ======== ========= =========

The accompanying notes are an integral part of the consolidated financial
statements.

F-6

CDW HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

1.ORGANIZATION:

On February 28, 1994, CDW Holding Corporation and subsidiaries (the Company)
completed the acquisition of substantially all of the assets and certain
liabilities of Westinghouse Electric Supply Company from Westinghouse Electric
Corporation (Westinghouse). The Company was formed by the Clayton & Dubilier
Private Equity Fund IV Limited Partnership, managed by Clayton Dubilier &
Rice, Inc. for the purpose of the acquisition. All of the Company's commercial
activities, which commenced February 28, 1994, are carried out by WESCO
Distribution, Inc. and its subsidiaries (WESCO). WESCO is a wholly-owned
subsidiary of the Company. WESCO, headquartered in Pittsburgh, Pennsylvania,
is a full-line distributor of electrical supplies and equipment and currently
operates approximately 320 branch locations in the United States, Canada,
Puerto Rico and Guam.

The purchase price of $502,547 included: (i) a cash payment of $257,873;
(ii) the issuance of First Mortgage Notes to Westinghouse of $50,000; (iii)
the assumption of certain liabilities of $166,186; and (iv) the issuance of
100,000 shares of Class A Common Stock of the Company to Westinghouse. In
addition, Westinghouse received an option to acquire 100,000 additional shares
of Class A Common Stock of the Company. The cash payment included $192,493
which was financed through borrowings in connection with the Company's
revolving credit agreements.

The acquisition was accounted for as a purchase and, accordingly, the assets
and liabilities acquired have been recorded at their estimated fair value at
the date of acquisition, less $42,952 which represents the excess of the fair
value of the assets and liabilities acquired over the purchase price. The
excess was allocated to reduce the fair value of the noncurrent assets of the
Company.

Intangibles, principally trademarks, of $29,171 were recorded at
acquisition. In addition, a reserve of $15,988 was recorded at the date of
acquisition to reflect the Company's plans to close certain branch and
distribution center locations, to consolidate corporate headquarters and to
reduce the number of employees. During 1995 and 1996, WESCO modified its
closing plans and reduced the number of branch and distribution centers to be
closed. As a result, the original reserve was reduced by $7,450 with a
corresponding reduction in the value of the acquired intangibles.

2.SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES:

Principles of Consolidation:

The consolidated financial statements include the accounts of the Company
and all of its subsidiaries. All significant intercompany accounts and
transactions have been eliminated in consolidation.

The preparation of the consolidated financial statements in conformity with
generally accepted accounting principles requires management to make certain
estimates and assumptions. These may affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the
date of the consolidated financial statements. They may also affect the
reported amounts of revenues and expenses during the reported period. Actual
results could differ from these estimates upon subsequent resolution of some
matters.

Revenue Recognition:

Revenues of the Company are recognized at the time of product shipment.

Cash Equivalents:

Cash equivalents are defined as highly liquid investments with original
maturities of 90 days or less when purchased.

F-7

CDW HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

2. SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES--CONTINUED:

Inventories:

Inventories primarily consist of merchandise purchased for resale and are
stated at the lower of cost or market. Cost is determined principally under
the average cost method.

Property, Buildings and Equipment:

Property, buildings and equipment are recorded at cost. Depreciation expense
is determined over the estimated useful lives of the assets using the
straight-line method. Leasehold improvements are amortized over either their
respective lease terms or their estimated lives, whichever is shorter.

Expenditures for new facilities and improvements that extend the useful life
of an asset are capitalized. Ordinary repairs and maintenance are expensed as
incurred. When property is retired or otherwise disposed of, the cost and the
related accumulated depreciation are removed from the accounts and any related
gains or losses are recorded.

Intangibles:

Goodwill and other intangibles arising from acquisitions are being amortized
on a straight-line basis over periods not exceeding 25 years. The Company
regularly reviews the individual components of the balance by evaluating the
estimated future undiscounted cash flows to determine the recoverability of
the assets and recognizes, on a current basis, any decrease in value.

Trademarks acquired are recorded at cost and are amortized on a straight-
line basis over periods not exceeding 25 years.

Income Taxes:

Deferred income taxes result primarily from temporary differences between
financial and tax reporting. A valuation allowance is provided when a portion
or all of a deferred tax asset may not be realized.

For interim periods, income taxes are provided for based on management's
best estimate of the effective tax rate expected to be applicable for the full
calendar year.

Foreign Currency Translation:

For the Canadian operations, the Canadian dollar is the functional currency.
Assets and liabilities of these operations are translated to U.S. dollars at
the exchange rate in effect at each year-end. Income statement accounts are
translated at the average exchange rate prevailing during the year.
Translation adjustments arising from the use of differing exchange rates from
period to period are included as a component of stockholders' equity. Gains
and losses from foreign currency transactions are included in net income for
the period.

Earnings Per Share:

Primary earnings per share are computed by dividing net income applicable to
common stock by the common and common equivalent shares outstanding during the
respective periods. The dilutive effect of common share equivalents is
considered in the primary earnings per share computation utilizing the
treasury stock method. Net income applicable to common stockholders is
adjusted for the appreciation of redeemable common stock (see Note 9). Fully
diluted earnings per share are not presented since the dilution was not
material.

F-8

CDW HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

2.SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES--CONTINUED:

Reclassifications:

Certain prior year amounts have been reclassified in order to conform with
the current presentations.

Interim Consolidated Financial Statements (unaudited):

The unaudited consolidated balance sheet and statement of stockholders'
equity as of September 30, 1997 and the unaudited consolidated statements of
income and cash flows for the nine months ended September 30, 1996 and 1997,
in the opinion of management, have been prepared on the same basis as the
audited consolidated financial statements and include all adjustments
necessary for the fair presentation of the results of the interim periods. All
adjustments reflected in the consolidated financial statements are of a normal
recurring nature. The data disclosed in the notes to the consolidated
financial statements for these periods are also unaudited. Results for the
nine month periods ended September 30, 1996 and 1997 are not necessarily
indicative of the results to be expected for the full year.

3.CONCENTRATIONS OF CREDIT RISK AND SIGNIFICANT SUPPLIERS:

The Company distributes its products and extends credit to a large number of
customers in the industrial, construction, utility and manufactured structures
markets throughout the United States and Canada. In addition, one supplier
accounted for approximately 20%, 20%, and 18% of the Company's purchases for
the ten month period ended December 31, 1994, and the years ended December 31,
1995 and 1996, respectively.

4.PROPERTY, BUILDINGS AND EQUIPMENT:

DECEMBER 31,
------------------
1995 1996
-------- --------

Land.................................................. $ 18,487 $ 18,543
Buildings and leasehold improvements.................. 52,090 59,174
Furniture, fixtures and equipment..................... 22,894 30,500
-------- --------
93,471 108,217
Less: accumulated depreciation and amortization....... (9,098) (14,266)
-------- --------
$ 84,373 $ 93,951
======== ========

5.OTHER ASSETS:

DECEMBER 31,
----------------
1995 1996
------- -------

Debt issuance costs..................................... $ 597 $ 1,098
Software costs.......................................... 4,693 5,162
Favorable lease commitments............................. 1,054 1,054
Other................................................... 1,533 879
------- -------
7,877 8,193
Less: accumulated amortization.......................... (3,950) (6,036)
------- -------
3,927 2,157
Restricted cash......................................... 3,757 2,513
------- -------
$ 7,684 $ 4,670
======= =======

F-9

CDW HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

5.OTHER ASSETS--CONTINUED:

Debt issuance costs are being amortized on a straight-line basis, which does
not differ significantly from the effective interest rate method, over the
term of the related debt (see Note 8).

Restricted cash represents the proceeds received from the sale of properties
which collateralize the First Mortgage Notes. Such proceeds are restricted for
either the repayment of the First Mortgage Notes or the acquisition of
additional properties which would be issued as collateral under the First
Mortgage Notes (see Note 8).

6.OTHER CURRENT LIABILITIES:

DECEMBER 31,
-----------------
1995 1996
-------- --------

Accrued taxes other than income........................ $ 8,719 $ 9,782
Accrued interest....................................... 1,382 1,912
Notes payable.......................................... 5,900 1,597
Other current liabilities.............................. 3,421 3,869
-------- --------
$ 19,422 $ 17,160
======== ========

The notes payable relate to a portion of the purchase price for certain
acquisitions.

7.INCOME TAXES:

At the acquisition date, February 28, 1994, the Company had approximately
$45 million of future tax deductions ($18 million of tax benefits) that were
not recognized in the opening balance sheet since the realization of these
future benefits was not considered likely at that time. However, at December
31, 1996, all of these deductions had been recognized. The recognition of
these benefits resulted in a reduction in the noncurrent intangible assets,
principally trademarks.

The charge in lieu of taxes recognized in 1994, 1995 and 1996 represents the
amount of tax expense that would have been recognized had the benefits
described above been recorded at the time of the acquisition.

The provision for income taxes is as follows:

1994 1995 1996
------- ------- --------

Current:
U.S. federal...................................... $ -- $ 468 $ 15,360
State............................................. -- 100 2,872
Foreign........................................... -- -- 210
Deferred:
U.S. federal...................................... -- 7,218 (1,588)
State............................................. -- 1,314 (267)
Foreign........................................... -- 740 523
Charge in lieu of taxes........................... 3,611 4,950 1,254
------- ------- --------
Provision for income taxes before extraordinary
charge............................................. 3,611 14,790 18,364
Tax benefit of extraordinary charge................. -- (5,244) --
------- ------- --------
$ 3,611 $ 9,546 $ 18,364
======= ======= ========

F-10

CDW HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

7.INCOME TAXES--CONTINUED:

The components of income (loss) before income taxes and extraordinary charge
by jurisdiction are as follows:

1994 1995 1996
------- -------- --------

United States................................... $ 8,794 $ 35,815 $ 49,072
Canada.......................................... (1,578) 4,105 1,754
------- -------- --------
$ 7,216 $ 39,920 $ 50,826
======= ======== ========

A reconciliation between the federal statutory income tax rate and the
effective rate is as follows:

1994 1995 1996
---- ---- ----

Federal income taxes at the statutory rate.......... 34.0 % 34.0 % 35.0 %
State income taxes, net of federal income tax
benefit............................................ 8.7 5.2 4.2
Nondeductible expenses.............................. 9.0 1.8 2.5
Tax on income of foreign subsidiary................. -- 1.0 (0.1)
Net adjustment to valuation allowance............... -- (5.0) (5.8)
Other............................................... (1.7) -- 0.3
---- ---- ----
50.0 % 37.0 % 36.1 %
==== ==== ====

The deferred taxes are as follows:

1995 1996
------- -------

Accounts receivable.................................... $ 2,698 $ 3,327
Inventory.............................................. 5,374 4,412
Restructuring reserve.................................. 2,169 90
Other.................................................. 4,982 4,902
------- -------
15,223 12,731
------- -------
Intangibles............................................ (1,180) (320)
Property, buildings and equipment...................... (3,901) (4,429)
Other.................................................. (6,700) (8,412)
------- -------
(11,781) (13,161)
------- -------
Valuation allowance.................................... (4,182) --
------- -------
$ (740) $ (430)
======= =======

Approximately $1,254 of the valuation allowance at December 31, 1995 related
to the tax benefits acquired at acquisition. The remaining amount represented
the valuation allowance related to the net deferred tax assets originating
subsequent to the acquisition. The realization of the deferred tax assets
originating subsequent to the acquisition will result in a reduction in income
tax expense in the year such amounts are recognized.

In 1995 and 1996, the Company determined that it was more likely than not
that it would realize the benefits of the remaining deferred tax assets. As a
result, the Company recognized benefits of approximately $1,980 and $2,928 in
1995 and 1996, respectively, associated with the realization of the post
acquisition deferred tax assets through the reversal of the associated
valuation allowance.

F-11

CDW HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

8.LONG-TERM DEBT:

DECEMBER 31,
----------------------
1995 1996
--------- ---------

United States debt agreements:
Revolving Credit Loans............................. $ 92,600(A) $ 177,400(B)
Zero Coupon First Mortgage Note, due February 2001,
net of unamortized debt discount of $25,956 in
1995 and $21,046 in 1996 (C)...................... 51,969 54,473
Canadian debt agreements (U.S. dollar equivalents):
Revolving Credit Loans............................. 21,704(A) 21,900(B)
8% First Mortgage Note, due February 2001 (D)...... 5,731 6,162
Other.............................................. -- 700
--------- ---------
$ 172,004 $ 260,635
========= =========

- --------
(A) On February 24, 1995, the Company terminated the revolving credit loans
and refinanced the outstanding indebtedness by entering into a new
revolving credit agreement (the New Agreement). The New Agreement is with
a group of banks from which the Company may borrow up to a maximum of
$240,000 through February 28, 1999. The New Agreement provides for
floating rates, based on either Prime or LIBOR in the United States and
Prime or Bankers' Acceptance rates in Canada plus a fixed margin. The
interest rates for 1995 for the revolving credit loans ranged from 6.8% to
9.8% in the United States and 7.8% to 10.5% in Canada.

As a result of the refinancing in 1995, the Company recorded an
extraordinary charge of $13,312 ($8,068 after-tax) relating to the write-
off of unamortized debt issuance and other costs associated with the early
termination of the debt. Debt issuance costs related to the refinancing of
approximately $219 were incurred.

(B) On March 29, 1996, the Company amended the aforementioned revolving credit
loans (The First Amendment). The First Amendment allows the Company to
borrow up to a maximum of $300,000 through February 28, 1999. The First
Amendment continues to provide for floating rates, based on either prime
or LIBOR in the United States and Prime or Bankers' Acceptance rates in
Canada plus a fixed margin. The interest rates for 1996 for the revolving
credit loans ranged from 6.3% to 8.3% in the United States and was 3.2% in
Canada.

As a result of the First Amendment, the Company incurred debt issuance
costs approximating $300.

(C) The Company issued a Zero Coupon First Mortgage Note to Westinghouse for
the purchase of the real estate acquired in the United States. This note
has a yield to maturity of 8% and a maturity value of $75,519.

(D) The Company issued a First Mortgage Note to Westinghouse for the purchase
of the real estate acquired in Canada. All interest and principal will be
due February 2001.

In March 1994, the Company entered into three interest rate cap agreements
with an aggregate notional amount of $90,000 to protect against the impact of
rising interests rates on borrowings under the revolving credit loans through
March 1996. The cost of the interest rate caps of $846 was amortized to
interest expense over their lives on a straight-line basis. These agreements
effectively provided a ceiling for interest at a rate of 8.4%. The market
value of the interest rate caps was estimated to be $60 at December 31, 1995.

In March 1996, the Company entered into a new interest rate cap agreement
with an aggregate notional amount of $80,000 that expires in March 1998. The
cost of the interest rate cap of $148 is being amortized to interest expense
over its life on a straight-line basis. The agreement effectively provides a
ceiling for interest at a rate of 6.8%. The market value of the interest rate
cap is estimated to be $29 at December 31, 1996.

F-12

CDW HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

8.LONG-TERM DEBT--CONTINUED:

The agreements contain various restrictive covenants that, among other
things, impose (i) limitations on the incurrence of additional indebtedness or
guaranties; (ii) limitations on the issuance of additional stock of
subsidiaries; (iii) limitations on liens or negative pledges; (iv) limitations
on investments, loans, acquisitions or advances; (v) limitations on dividends;
(vi) limitations on the sale, lease or other disposal of assets; (vii)
limitations on transactions among affiliates which are not arms-length; (viii)
limitations on entering into new lines of business; and (ix) limitations on
capital expenditures.

In addition, the agreements require the Company to meet certain financial
tests based on net worth, a funded indebtedness to consolidated EBITDA ratio
and fixed charge coverage.

The Company had outstanding letters of credit in the amount $10,769 and
$3,250 at December 31, 1995 and 1996, respectively. These letters of credit
are used as collateral for performance and bid bonds. The value of these
letters of credit approximates contract value.

The value of assets collateralized under the aforementioned debt agreements
was approximately $508,000 and $651,348 at December 31, 1995 and 1996,
respectively.

The fair value of the Company's long-term debt is estimated to be
approximately $167,000 and $255,620 at December 31, 1995 and 1996,
respectively, based on current market interest rates and discounted cash
flows.

Future payments of long-term debt in excess of one year as of December 31,
1996 are as follows:

1999............................... $ 200,000
2001............................... 60,635

9.CAPITAL STOCK:

Common Stock:

There are 2,000,000 shares each of Class A and Class B common stock
authorized at a par value of $.01 per share. The Class B common stock is
identical to the Class A common stock, except for voting and conversion
rights. The holders of Class B common stock have no voting rights. With
certain exceptions, the Class B common stock may be converted, at the option
of the holder, into the same number of shares of Class A common stock. No
Class B common stock was outstanding at December 31, 1995 and 1996.

At December 31, 1996 shares of common stock reserved for future issuance
were as follows:

NUMBER OF SHARES
----------------

Stock purchase plan......... 4,496
Stock option plan........... 53,730

Redeemable Common Stock:

Certain employees and key management of the Company who hold Class A common
stock and options may require the Company to repurchase, under certain
conditions, all of the shares held and the exercisable portion of the options
held. These repurchase rights terminate upon the consummation of an initial
public offering of the Company's stock. The accreted value of the redeemable
common stock has been deducted from retained earnings.

F-13

CDW HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

10.STOCK INCENTIVE PLANS:

Stock Purchase Plan:

Under the Company's stock purchase plan, certain employees of the Company
may be granted an opportunity to purchase the Company's Class A common stock.
The maximum number of shares available for purchase may not exceed 35,000. The
purchase price per share is determined by the Board of Directors of the
Company to represent fair market value, as defined by the Stock Subscription
Agreement. Should the purchase price of the stock be less than the fair market
value of the stock at the grant date, such excess will be recorded as
compensation expense in the consolidated statement of income. The plan will
continue in effect until either the earlier of June 15, 1999 or the date on
which all shares of common stock to be offered have been issued. At December
31, 1995 and 1996, a total of 27,894 and 30,504 shares, respectively, have
been purchased under the plan. During 1994, there were 13,270 shares purchased
for a weighted average price share of $100 under the plan. During 1995, 14,624
shares were purchased for a weighted average share price of $103 under the
plan. During 1996, 2,610 shares were purchased for a weighted average share
price of $169 under the plan. In conjunction with the purchase of shares
pursuant to the plan, the Company has granted options to purchase shares of
common stock equal to approximately one and one-third of the number of shares
purchased. See the Stock Option Plan described below for further information.

Other Stock Purchases:

In addition to the stock purchase plan, certain key management employees of
the Company, nonemployee directors and other investors were granted an
opportunity to purchase the Company's Class A common stock. The purchase price
per share was determined by the Board of Directors to represent the fair
market value, as defined by the Stock Subscription Agreement, at the date of
grant. At December 31, 1995 and 1996, 52,010 and 54,150 shares, respectively,
had been purchased. During 1994, 43,870 shares were purchased at $100 per
share under these additional offerings. During 1995, 8,140 shares were
purchased at a weighted average share price of $111 under these additional
offerings. During 1996, 2,140 shares were purchased under an additional
offering at a share price of $195.

Stock Option Plan:

Participation in the Company's stock option plan is limited to officers and
key employees of the Company. The maximum number of Class A common stock
options (and the maximum shares of common stock subject to options) granted
under the plan may not exceed 156,000. The exercise price per share is
determined by the Board of Directors of the Company, but will not be less than
the estimated fair market value, as defined by the Stock Option Agreements, on
the grant date. Options granted to a participant will vest and will become
exercisable over five years, except in the event of a change in control. Each
option terminates on the tenth anniversary of its grant date unless terminated
sooner under certain conditions.

In February 1997, the Compensation Committee of the Board of Directors of
the Company approved the issuance of 25,000 stock options to certain branch
managers and other key branch personnel. These options will be granted
pursuant to a new plan that will be established by the Company.

F-14

CDW HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

10.STOCK INCENTIVE PLANS--CONTINUED:

In connection with the implementation of Statement of Financial Accounting
Standard (SFAS) No. 123, WESCO has elected to continue to account for stock-
based compensation arrangements under the provisions of Accounting Principles
Board (APB) Opinion No. 25, which resulted in no compensation costs being
recorded. Compensation costs are not required under SFAS No. 123. If
compensation costs had been determined based on the fair value at the grant
dates according to SFAS No.123, the Company's net income and earnings per
share, would have been as follows:

1995 1996
------- --------

Earnings applicable to common stock, as reported........ $ 9,422 $ 25,335
Earnings applicable to common stock, pro forma.......... 9,081 25,178
EPS, as reported........................................ 8.85 22.57
EPS, pro forma.......................................... 8.53 22.43

The weighted-average fair value of options granted was $104 per share in
1995 and $154 per share in 1996. The fair value of each option grant is
estimated on the date of grant using Black-Sholes based pricing model with the
following assumptions:

1995 1996
------- -------

Risk free interest rate................................. 6.4% 6.5%
Option term............................................. 7 years 7 years

The transactions for shares under options are as follows:

1994 1995 1996
------ ------ ------

Outstanding, beginning of year
Number.................................................. 22,280 68,860 95,970
Weighted-average exercise price......................... $ 100 $ 100 $ 102
Granted
Number.................................................. 46,580 27,110 6,300
Weighted-average exercise price......................... $ 100 $ 106 $ 181
Exercised
Number.................................................. -- -- 3,428
Weighted-average exercise price......................... $ -- $ -- $ 100
Outstanding, end of year
Number.................................................. 68,860 95,970 98,842
Weighted-average exercise price......................... $ 100 $ 102 $ 107
Exercisable, end of year
Number.................................................. -- 10,226 18,796
Weighted-average exercise price......................... $ -- $ 100 $ 101

F-15

CDW HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

10.STOCK INCENTIVE PLANS--CONTINUED:

The following summarizes certain stock options information at December 31,
1996:

Options outstanding:

WEIGHTED- WEIGHTED-
RANGE OF AVERAGE AVERAGE
EXERCISE PRICE NUMBER REMAINING LIFE EXERCISE PRICE
-------------- ------ -------------- --------------

$100--$195 98,842 8.4 years $ 107

Options exercisable:

WEIGHTED-
RANGE OF AVERAGE
EXERCISE PRICE NUMBER EXERCISE PRICE
-------------- ------ --------------

$100--$114 18,796 $ 101

The Westinghouse option, discussed in Note 12, has not been included in the
above data.

11.EMPLOYEE BENEFITS:

A majority of the Company's employees are covered by defined contribution
retirement savings plans for their service rendered subsequent to the
acquisition date. Westinghouse retains certain retiree pension and health
benefits for service rendered prior to formation. U.S. employee contributions
of not more than 6% of eligible compensation are matched 50% by the Company.

Company contributions for Canadian employees range from 1%--6% of eligible
compensation based on years of service. In addition, employer contributions
may be made at the discretion of the Board of Directors and can be based on
the Company's current year performance. Employees are credited for service
with Westinghouse in determining the vesting of Company contributions. For the
ten-month period ended December 31, 1994 and for the years ended December 31,
1995 and 1996, the Company contributed $4,703, $7,096 and $9,256,
respectively, which was charged to expense.

12.RELATED PARTIES:

Pursuant to an agreement, Clayton, Dubilier & Rice, Inc. provides financial
advisory and management consulting services to the Company for an annual fee
of $400. The Company also had a transitional service agreement with
Westinghouse to provide: (i) certain accounting and finance related
information system support; (ii) employee benefits administration; (iii) data
communications equipment and support; and (iv) support for negotiating,
contracting and monitoring transportation and freight services. The cost of
these services for the ten-month period ended December 31, 1994 and for the
years ended December 31, 1995 and 1996 was $810, $271 and $32, respectively.
The agreement with Westinghouse terminated on February 28, 1996.

WESCO purchases products and services from and sells products to
Westinghouse. For the ten-month period ended December 31, 1994 purchases and
sales to Westinghouse amounted to $19,100 and $17,600, respectively. For the
year ended December 31, 1995 purchases and sales amounted to approximately
$27,481 and $27,311, respectively, and for the year ended December 31, 1996
purchases and sales amounted to approximately $19,115 and $21,192,
respectively. The amount due from Westinghouse at December 31, 1995 and 1996,
net of amounts owed, was approximately $4,425 and $4,664, respectively.

F-16

CDW HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

12.RELATED PARTIES--CONTINUED:

In connection with the acquisition, the Company granted Westinghouse an
option to purchase 100,000 shares of Class A common stock at a price of $100
per share. The option is exercisable until it terminates on February 28, 1999.
The Company has a right of first refusal if Westinghouse decides to sell its
option to a third party prior to its termination. The fair value of this
option at acquisition was $2,500 and is included in the consolidated balance
sheets as Common Stock to Be Issued Under Option.

13.COMMITMENTS AND CONTINGENCIES:

Future minimum rental payments required under operating leases, primarily
for real property that have noncancelable lease terms in excess of one year as
of December 31, 1996, are as follows:

1997................................ $ 14,258
1998................................ 11,509
1999................................ 9,287
2000................................ 7,713
2001................................ 5,799
Thereafter.......................... 7,644

Rental expense for the ten-month period ended December 31, 1994 and for the
years ended December 31, 1995 and 1996 was $13,254, $16,326 and $22,032,
respectively.

The Company has litigation arising from time to time in the normal course of
business. In management's opinion, any present litigation the Company is aware
of will not materially affect the Company's consolidated financial position or
the consolidated results of operations.

The Company has guaranteed $5,584 in loans to certain stockholders at
December 31, 1996.

14. SUPPLEMENTAL CASH FLOW INFORMATION:

Supplemental cash flow information is as follows:

1994 1995 1996
--------- ------- ---------

Cash paid during the year for:
Interest....................................... $ 8,711 $12,433 $11,600
Income taxes -- 1,062 13,756
Details of acquisitions:
Fair value of assets acquired.................. 502,547 18,455 170,583
Value of liabilities assumed................... (166,186) (6,242) (54,884)
Restructuring reserve.......................... (15,988) -- (5,102)
Notes issued to seller......................... (50,000) (5,900) (2,950)
Common stock and options issued to seller...... (12,500) -- --
--------- ------- ---------
Cash paid for acquisitions..................... 257,873 6,313 107,647
Less: cash acquired............................ 80 132 3,729
--------- ------- ---------
$ 257,793 $ 6,181 $ 103,918
========= ======= =========

F-17

CDW HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)
15.ACQUISITIONS:

During 1995 and 1996, the Company acquired nine distributors with branches
located across the United States for an aggregate purchase price of $12,213
and $110,597, respectively. The largest acquisition, in April 1996, was EESCO,
Inc. with headquarters in Chicago, Illinois. The nine acquisitions resulted in
goodwill of approximately $6,146 and $59,766 for the years ending 1995 and
1996, respectively.

The acquisitions have been accounted for under the purchase method of
accounting for business combinations. The results of operations of these
companies are included in the consolidated statements of income from the
acquisition dates forward. Pro forma results of these acquisitions, assuming
they had been made at the beginning of each year presented, would not be
materially different from the results reported.

16.GEOGRAPHIC INFORMATION:

The Company is engaged principally in one line of business--distribution of
electrical supplies--which represents more than 90% of consolidated sales. The
following table presents information about the Company by geographic area.
There were no material amounts of sales or transfers among geographic areas
and no material amounts of United States export sales:

UNITED STATES CANADA TOTAL
------------- --------- -----------

As of and for the period from February 28,
1994
through December 31, 1994
Sales, net................................ $ 1,194,521 $ 204,015 $ 1,398,536
Income from operations.................... 22,383 2,487 24,870
Identifiable assets....................... 454,188 79,552 533,740
As of and for the year ended December 31,
1995
Sales, net................................ 1,598,618 258,424 1,857,042
Income from operations.................... 47,910 7,823 55,733
Identifiable assets....................... 500,905 80,431 581,336
As of and for the year ended December 31,
1996
Sales, net................................ 2,014,107 260,515 2,274,622
Income from operations.................... 63,562 4,646 68,208
Identifiable assets....................... 688,791 84,696 773,487

17.SUBSEQUENT EVENTS:

During 1997, the Company acquired two distributors with branches located
across the United States for an aggregate purchase price of $21,580, resulting
in goodwill of $5,913.

In December 1997, the Company entered into definitive agreements to acquire
two distribution businesses for approximately $60,000 financed principally
through borrowings under the Company's credit agreement and unsecured notes.
Both transactions are scheduled to close in January 1998, subject to certain
closing conditions. In connection with one of these acquisitions, the Company
will issue up to $5,000 of unsecured notes. Such notes may be converted to
shares of Class A Common Stock at the initial public offering price at the
election of the holder, which election is required to be made prior to the
initial public offering.

F-18

CDW HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA)

17.SUBSEQUENT EVENTS--CONTINUED:

In March 1997, the Company amended the Revolving Credit Loans (see Note 8).
The amendment allows the Company to borrow up to a maximum of $360,000 through
February 2000. The amendment continues to adjust for floating rates, based on
either prime or LIBOR in the United States and prime or Bankers' Acceptance
rates in Canada plus a fixed margin.

New Accounting Pronouncements:

In February 1997, the Financial Accounting Standards Board (FASB) issued
SFAS No. 128, "Earnings per Share." This Statement, which is effective for
financial statements issued for periods ending after December 15, 1997,
establishes standards for computing and presenting Earnings Per Share and
requires restatement of all prior period EPS data presented. Management
believes that the implementation of the standard will not have a material
affect on the Company's consolidated financial statements.

These Statements, which are effective for financial statements for fiscal
years beginning after December 15, 1997, also establish standards for related
disclosures about products and services, geographic areas and major customers.
Management is currently evaluating the implication of these Statements.

F-19

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY IN-
FORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHO-
RIZED BY THE COMPANY, THE SELLING STOCKHOLDERS OR THE UNDERWRITERS. THIS PRO-
SPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO
BUY ANY SECURITIES OTHER THAN THE CLASS A COMMON STOCK TO WHICH IT RELATES OR
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY CLASS A COMMON
STOCK IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION
THAT THERE HAS BEEN ANY CHANGE IN THE FACTS SET FORTH IN THE PROSPECTUS OR IN
THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.

----------------

TABLE OF CONTENTS

PAGE
----

Prospectus Summary........................................................ 3
Risk Factors.............................................................. 11
Use of Proceeds........................................................... 15
Dividend Policy........................................................... 15
Capitalization............................................................ 16
Dilution.................................................................. 17
Selected Financial Data................................................... 18
Management's Discussion and Analysis of Financial Condition and Results of
Operations............................................................... 21
Business.................................................................. 28
Management................................................................ 43
Certain Transactions and Relationships.................................... 54
Security Ownership by Management and Principal Stockholders............... 56
Selling Stockholders...................................................... 58
Description of Capital Stock.............................................. 59
Description of Certain Indebtedness....................................... 61
Shares Eligible for Future Sale........................................... 63
United States Federal Tax Considerations For Non-U.S. Holders............. 65
Underwriting.............................................................. 67
Legal Matters............................................................. 70
Experts................................................................... 70
Additional Information.................................................... 70
Index to Consolidated Financial Statements................................ F-1

----------------

UNTIL , 1998 (THE 25TH DAY AFTER THE DATE OF THIS PROSPECTUS), ALL DEALERS
EFFECTING TRANSACTIONS IN THE CLASS A COMMON STOCK, WHETHER OR NOT
PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS.
THIS DELIVERY REQUIREMENT IS IN ADDITION TO THE OBLIGATION OF DEALERS TO
DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR
UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

[LOGO]

CDW HOLDING CORPORATION

CLASS A COMMON STOCK

----------------

P R O S P E C T U S

----------------

MERRILL LYNCH & CO.

GOLDMAN, SACHS & CO.

BEAR, STEARNS & CO. INC.

SALOMON SMITH BARNEY

, 1998

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS]
SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED DECEMBER 24, 1997

PROSPECTUS
SHARES
CDW HOLDING CORPORATION
CLASS A COMMON STOCK

-----------

All of the shares of Class A Common Stock of CDW Holding Corporation
offered hereby are being sold by certain stockholders (the "Selling
Stockholders") of the Company. Of the shares of Class A Common Stock offered
hereby, shares are being offered for sale initially outside the United States
and Canada by the International Managers and shares are being offered for
sale initially in a concurrent offering in the United States and Canada by the
U.S. Underwriters. The initial public offering price and the underwriting
discount per share will be identical for both Offerings. See "Underwriting."

Application will be made to list the Class A Common Stock on the New York
Stock Exchange under the symbol " ."

SEE "RISK FACTORS" BEGINNING ON PAGE 11 FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE CLASS A COMMON STOCK
OFFERED HEREBY.

-----------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(1) The Company and the Selling Stockholders have agreed to indemnify the
several Underwriters against certain liabilities, including certain
liabilities under the Securities Act of 1933, as amended. See
"Underwriting."
(2) The Company has agreed to pay the expenses of the Offerings (other than the
Underwriting Discount) estimated at $ .
(3) The Selling Stockholders have granted to the International Managers and the
U.S. Underwriters options to purchase up to an additional and shares
of Class A Common Stock, respectively, solely to cover over-allotments, if
any. If such options are exercised in full, the total Price to Public,
Underwriting Discount and Proceeds to Selling Stockholders will be $ , $
and $ , respectively. See "Underwriting."
-----------
The shares of Class A Common Stock are offered by the several Underwriters,
subject to prior sale, when, as and if issued to and accepted by them, subject
to approval of certain legal matters by counsel for the Underwriters and
certain other conditions. The Underwriters reserve the right to withdraw,
cancel or modify such offer and to reject orders in whole or in part. It is
expected that delivery of the shares of Class A Common Stock will be made in
New York, New York on or about , 1998.

-----------
MERRILL LYNCH INTERNATIONAL GOLDMAN SACHS INTERNATIONAL
BEAR, STEARNS INTERNATIONAL LIMITED
SALOMON SMITH BARNEY INTERNATIONAL

-----------

The date of this Prospectus is , 1998.

[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS]
UNDERWRITING

Merrill Lynch International ("Merrill Lynch"), Goldman Sachs International,
Bear, Stearns International Limited and Smith Barney Inc. are acting as lead
managers (the "Lead Managers") of each of the International Managers named
below (the "International Managers"). Subject to the terms and conditions set
forth in an international purchase agreement (the "International Purchase
Agreement") among the Selling Stockholders, the Company and the International
Managers, and concurrently with the sale of shares of Class A Common Stock
to the U.S. Underwriters (as defined below), the Selling Stockholders have
agreed to sell to the International Managers, and each of the International
Managers severally and not jointly has agreed to purchase from the Selling
Stockholders, the number of shares of Class A Common Stock set forth opposite
its name below.

NUMBER OF
INTERNATIONAL MANAGER SHARES
--------------------- ---------

Merrill Lynch International...................................
Goldman Sachs International...................................
Bear, Stearns International Limited...........................
Smith Barney Inc..............................................
---
Total.....................................................
===

The Company and the Selling Stockholders have also entered into a U.S.
purchase agreement (the "U.S. Purchase Agreement") with certain underwriters
in the United States and Canada (the "U.S. Underwriters" and, together with
the International Managers, the "Underwriters") for whom Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co., Bear, Stearns & Co.
Inc. and Smith Barney Inc. are acting as representatives (the "U.S.
Representatives"). Subject to the terms and conditions set forth in the U.S.
Purchase Agreement, and concurrently with the sale of shares of Class A
Common Stock to the International Managers pursuant to the International
Purchase Agreement, the Selling Stockholders have agreed to sell to the U.S.
Underwriters, and the U.S. Underwriters severally and not jointly have agreed
to purchase from the Selling Stockholders, an aggregate of shares of Class
A Common Stock. The initial public offering price per share and the
underwriting discount per share of Class A Common Stock will be identical
under the International Purchase Agreement and the U.S. Purchase Agreement.

In the International Purchase Agreement and the U.S. Purchase Agreement, the
several International Managers and the several U.S. Underwriters,
respectively, have agreed, subject to the terms and conditions set forth
therein, to purchase all of the shares of Class A Common Stock being sold
pursuant to each such agreement if any of the shares of Class A Common Stock
being sold pursuant to such agreement are purchased. Under certain
circumstances, under the International Purchase Agreement and the U.S.
Purchase Agreement, the commitments of non-defaulting Underwriters may be
increased. The closings with respect to the sale of shares of Class A Common
Stock to be purchased by the International Underwriters and the U.S.
Underwriters are conditioned upon one another.

The International Managers have advised the Selling Stockholders and the
Company that the International Managers propose initially to offer the shares
of Class A Common Stock to the public at the initial public offering price set
forth on the cover page of this Prospectus, and to certain dealers at such
price less a concession not in excess of $ per share of Class A Common
Stock. The International Managers may allow, and such dealers may reallow, a
discount not in excess of $ per share of Class A Common Stock on sales to
certain other dealers. After the initial public offering, the public offering
price, concession and discount may be changed.

The Selling Stockholders have granted an option to the International
Managers, exercisable for 30 days after the date of this Prospectus, to
purchase up to an aggregate of additional shares of Class A Common Stock at
the initial public offering price set forth on the cover page of this
Prospectus, less the underwriting discount.

[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS]
The International Managers may exercise these option solely to cover over-
allotments, if any, made on the sale of the Class A Common Stock offered
hereby. To the extent that the International Managers exercise the option,
each International Manager will be obligated, subject to certain conditions,
to purchase a number of additional shares of Class A Common Stock
proportionate to such International Manager's initial amount reflected in the
foregoing table. The Selling Stockholders also have granted an option to the
U.S. Underwriters, exercisable for 30 days after the date of this Prospectus,
to purchase up to an aggregate of additional shares of Class A Common Stock
to cover over-allotments, if any, on terms similar to those granted to the
International Managers.

At the request of the Company, the Underwriters have reserved for sale, at
the initial public offering price up to of the shares of Class A Common
Stock offered hereby to be sold to certain employees of the Company and
certain other persons. The number of shares of Class A Common Stock available
for sale to the general public will be reduced to the extent such persons
purchase such reserved shares. Any reserved shares of Class A Common Stock
which are not orally confirmed for purchase within one day of the pricing of
the Offerings will be offered by the Underwriters to the general public on the
same terms as the other shares offered hereby.

The International Managers and U.S. Underwriters the have entered into an
intersyndicate agreement (the "Intersyndicate Agreement") that provides for
the coordination of their activities. Pursuant to the Intersyndicate
Agreement, the International Managers and the U.S. Underwriters are permitted
to sell shares of Class A Common Stock to each other for purposes of resale at
the initial public offering price, less an amount not greater than the selling
concession. Under the terms of the Intersyndicate Agreement, the U.S.
Underwriters and any dealer to whom they sell shares of Class A Common Stock
will not offer to sell or sell shares of Class A Common Stock to persons who
are non- U.S. or non-Canadian persons or to persons they believe intend to
resell to persons who are non-U.S. or non-Canadian persons, and the
International Managers and any dealer to whom they sell shares of Class A
Common Stock will not offer to sell or sell shares of Class A Common Stock to
U.S. persons or to Canadian persons or to persons they believe intend to
resell to U.S. or Canadian persons, except in the case of transactions
pursuant to the Intersyndicate Agreement.

Prior to the Offerings, there has been no public market for the Class A
Common Stock of the Company. The initial public offering price will be
determined through negotiations among the Company, the Selling Stockholders,
the Lead Managers and the U.S. Representatives. The factors to be considered
in determining the initial public offering price, in addition to prevailing
market conditions, are price-earnings ratios of publicly traded companies that
the Lead Managers and U.S. Representatives believe to be comparable to the
Company, certain financial information of the Company, the history of, and the
prospects for, the Company and the industry in which it competes, and an
assessment of the Company's management, its past and present operations, the
prospects for, and timing of, future revenues of the Company, the present
state of the Company's development and the above factors in relation to market
values and various valuation measures of other companies engaged in

[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS]
activities similar to the Company. There can be no assurance given that an
active trading market will develop for the Class A Common Stock or that the
Class A Common Stock will trade in the public market subsequent to the
Offerings at or above the initial public offering price.

Application will be made to list the Class A Common Stock on the New York
Stock Exchange under the symbol " ." In order to meet the requirements for
listing of the Class A Common Stock on the New York Stock Exchange, the
International Managers and U.S. Underwriters have undertaken to sell lots of
100 or more shares to a minimum of 2,000 beneficial owners.

The International Managers and U.S. Underwriters do not intend to confirm
sales of the Class A Common Stock offered hereby to any accounts over which
they exercise discretionary authority.

The Company and the Selling Stockholders have agreed to indemnify the
International Managers and the U.S. Underwriters against certain liabilities,
including certain liabilities under the Securities Act, or to contribute to
payments which the International Managers and U.S. Underwriters may be
required to make in respect thereof.

Each International Manager has agreed that (i) it has not offered or sold,
and, for a period of six months from the Closing Date, will not offer or sell,
to persons in the United Kingdom, other than to persons whose ordinary
activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purpose of their businesses or
otherwise in circumstances which have not resulted and will not result in an
offer to the public in the United Kingdom within the meaning of the Public
Offers of Securities Regulations 1995; (ii) it has complied with and will
comply with all applicable provisions of the Financial Services Act 1986 with
respect to anything done by it in relation to the shares of Class A Common
Stock in,

[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS]
from or otherwise involving the United Kingdom; and (iii) it has only issued
or passed on and will only issue or pass on in the United Kingdom any document
received by it in connection with the issue of shares of Class A Common Stock
to a person who is of a kind described in Article 11(3) of the Financial
Services Act 1986 (Investment Advertisements) (Exemptions) Order 1996, or is a
person to whom such document may otherwise lawfully be issued or passed on.

No action has been or will be taken in any jurisdiction (except in the
United States) that would permit a public offering of the shares of Class A
Common Stock, or the possession, circulation or distribution of this
Prospectus or any other material relating to the Company or shares of Class A
Common Stock in any jurisdiction where action for that purpose is required.
Accordingly, the shares of Class A Common Stock may not be offered or sold,
directly or indirectly, and neither this Prospectus nor any other offering
material or advertisements in connection with the shares of Class A Common
Stock may be distributed or published, in or from any country or jurisdiction
except in compliance with any applicable rules and regulations of any such
country or jurisdiction.

Purchasers of the shares offered hereby may be required to pay stamp taxes
and other charges in accordance with the laws and practices of the country of
purchase in addition to the offering price set forth on the cover page hereof.

[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS]
LEGAL MATTERS

EXPERTS

ADDITIONAL INFORMATION

[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS]
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

TABLE OF CONTENTS

PAGE
----

Prospectus Summary........................................................ 3
Risk Factors.............................................................. 11
Use of Proceeds........................................................... 15
Dividend Policy........................................................... 15
Capitalization............................................................ 16
Dilution.................................................................. 17
Selected Financial Data................................................... 18
Management's Discussion and Analysis of Financial Condition and Results of
Operations............................................................... 21
Business.................................................................. 28
Management................................................................ 43
Certain Transactions and Relationships.................................... 54
Security Ownership by Management and Principal Stockholders............... 56
Selling Stockholders...................................................... 58
Description of Capital Stock.............................................. 59
Description of Certain Indebtedness....................................... 61
Shares Eligible for Future Sale........................................... 63
United States Federal Tax Considerations For Non-U.S. Holders............. 65
Underwriting.............................................................. 67
Legal Matters............................................................. 71
Experts................................................................... 71
Additional Information.................................................... 71
Index to Consolidated Financial Statements................................ F-1

---------------

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

[LOGO]

CDW HOLDING CORPORATION

CLASS A COMMON STOCK

---------------

P R O S P E C T U S

---------------

MERRILL LYNCH INTERNATIONAL

GOLDMAN SACHS INTERNATIONAL

BEAR, STEARNS INTERNATIONAL LIMITED

SALOMON SMITH BARNEY INTERNATIONAL

, 1998

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following are the estimated expenses of the issuance and distribution of
the shares of Class A Common Stock being registered, including fees and
expenses previously incurred by the Company, other than any underwriting
compensation.

SEC Registration fee............................................. $88,500
National Association of Securities Dealers, Inc. filing fee...... 30,500
NYSE listing fee.................................................
Accounting fees and expenses.....................................
Legal fees and expenses..........................................
Printing and engraving...........................................
Transfer Agent's fees............................................
Blue Sky fees and expenses (including counsel fees)..............
Premium for directors and officers insurance.....................
Miscellaneous expenses...........................................
-------
Total........................................................ $
=======

All of the above expenses of the Offerings will be borne by the Company as
contemplated by the Registration and Participation Agreement entered into at
the time of the Acquisition.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the General Corporation Law of the State of Delaware (the
"Delaware Law") empowers a Delaware corporation to indemnify any persons who
are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
such corporation), by reason of the fact that such person was an officer or
director of such corporation, or is or was serving at the request of such
corporation as a director, officer, employee or agent of another corporation
or enterprise. The indemnity may include expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding,
provided that such officer or director acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the corporation's best
interests, and, for criminal proceedings, had no reasonable cause to believe
his conduct was illegal. A Delaware corporation may indemnify officers and
directors in an action by or in the right of the corporation under the same
conditions, except that no indemnification is permitted without judicial
approval if the officer or director is adjudged to be liable to the
corporation in the performance of his duty. Where an officer or director is
successful on the merits or otherwise in the defense of any action referred to
above, the corporation must indemnify him against the expenses which such
officer or director actually and reasonably incurred.

Article VI of the Company's By-Laws provides for indemnification by the
Company of its directors and officers to the full extent permitted by the
Delaware Law. Pursuant to Section 145 of the Delaware Law, the Company has
purchased insurance on behalf of its present and former directors and officers
against any liability asserted against or incurred by them in such capacity or
arising out of their status as such.

Pursuant to specific authority granted by Section 102 of the Delaware Law,
Article FIFTH of the Company's Third Restated Certificate of Incorporation
contains the following provision regarding limitation of liability of
directors and officers:

"(e) No director of the Corporation shall be liable to the Corporation or
its stockholders for monetary damages for breach of his or her fiduciary
duty as a director, provided that nothing contained in this Third

II-1

Restated Certificate of Incorporation shall eliminate or limit the
liability of a director (i) for any breach of the director's duty of
loyalty to the Corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of the law, (iii) under Section 174 of the General Corporation
Law of the State of Delaware or (iv) for any transaction from which the
director derived an improper personal benefit."

The Company has entered into an Indemnification Agreement with Fund IV
(together with its respective affiliates, directors and officers, the
"Indemnitees"). Pursuant to the Indemnification Agreement, the Company has
agreed to indemnify the members of the Company's Board of Directors to the
fullest extent allowable under applicable Delaware law. In addition, the
Company has agreed to indemnify the Indemnitees against any suits, claims,
damages or expenses that may be made against or incurred by them under
applicable securities laws in connection with offerings of securities of the
Company. However, the Company will not be obligated to indemnify any
Indemnitee in the event that any such suit, claim, damage or expense is based
upon an untrue statement or agreements related to such offerings of securities
in reliance upon written information furnished by such Indemnitee specifically
for use in such documents, contracts and agreements. See "Underwriting."

Reference is hereby made to Section 2 of the Underwriting Agreement filed as
Exhibit 1 hereto, for certain indemnification arrangements.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

Within the past three years, the Company sold or exchanged securities
without registration under the Securities Act as follows:

On February 28, 1994, CDW sold 16,720 shares of its Class A Common Stock,
for an aggregate purchase price of $1,672,000 to Roy W. Haley, the Chief
Executive Officer of the Company, 100,000 shares of its Class A Common Stock,
for an aggregate purchase price of $10,000,000 to Westinghouse Electric
Corporation, and 833,280 shares of its Class A Common Stock, for an aggregate
purchase price of $83,328,000 to The Clayton & Dubilier Private Equity Fund IV
Limited Partnership. On July 27, 1994, CDW sold to six senior executives of
the Company and 14 other key members of management of the Company, 34,920
shares of its Class A Common Stock, for an aggregate purchase price of
$3,492,000, and granted to such persons 46,580 options to purchase shares of
its Class A Common Stock with an exercise price of $100 per share. On August
8, 1994, CDW sold to three non-employee directors of the Company and six other
investors, 5,500 shares of its Class A Common Stock, for an aggregate purchase
price of $550,000. On March 17, 1995, CDW sold to one non-employee Director of
the Company, one senior executive of the Company and 15 other key members of
management of the Company, 12,880 shares of its Class A Common Stock, for an
aggregate purchase price of $1,288,000, and granted to such persons (other
than such non-employee Director) 15,120 options to purchase shares of its
Class A Common Stock with an exercise price of $100 per share. On December 29,
1995, CDW sold to one senior executive of the Company and eight other key
members of management of the Company, 9,884 shares of its Class A Common
Stock, for an aggregate purchase price of $1,129,741 and granted to such
persons 11,990 options to purchase shares of its Class A Common Stock with an
exercise price of $114.30 per share. On April 8, 1996, CDW sold to one key
member of management of the Company, 860 shares of its Class A Common Stock,
for an aggregate purchase price of $98,928 and granted to such person 1,140
options to purchase shares of its Class Common Stock with an exercise price of
$114.30 per share. On April 16, 1996, CDW sold to one senior executive of the
Company, 1,714 shares of its Class A Common Stock, for an aggregate purchase
price of $171,400. On December 17, 1996, CDW sold to one senior executive of
the Company, 1,714 shares of its Class A Common Stock, for an aggregate
purchase price of $171,400. On December 20, 1996, CDW sold to two senior
executives of the Company and three other key members of management of the
Company, 3,980 shares of its Class A Common Stock, for an aggregate purchase
price of $760,106, and granted to such persons 5,160 options to purchase
shares of its Class A Common Stock with an exercise price of $195.40 per
share. On December 31, 1996, CDW granted to key branch employees, 25,250
options to purchase shares of its Class A Common Stock with an exercise price
of $195.40 per share. On October 24, 1997, CDW sold to one senior executive of
the

II-2

Company, 1,714 shares of its Class A Common Stock, for an aggregate purchase
price of $171,400. On November 26, 1997, CDW sold to one senior executive of
the Company, 800 shares of its Class A Common Stock, for an aggregate purchase
price of $200,776, and granted to such senior executive 1,040 options to
purchase shares of its Class A Common Stock with an exercise price of $250.97
per share. For the foregoing transactions, CDW relied, in the case of sales to
key members of management (other than senior executives) and key branch
employees, upon the exemptions from registration under Rule 701 under the
Securities Act and Section 4(2) of the Securities Act and, in the case of all
other sales, upon the exemptions from registration under Regulation D under
the Securities Act and Section 4(2) of the Securities Act.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(A) EXHIBITS

NUMBER DESCRIPTION OF EXHIBITS
------ -----------------------

1.1 Form of Purchase Agreement (U.S. Version).*
1.2 Form of Purchase Agreement (International Version).*
3.1 Certificate of Incorporation of CDW Holding Corporation.
3.2 By-Laws of CDW Holding Corporation.
4.1 Amended and Restated Credit Agreement, dated as of March 14,
1997, among WESCO Distribution, Inc., the Several Lenders from
time to time parties thereto and Barclays Bank PLC, as
Administrative Agent and as Collateral Agent.*
4.2 Amended and Restated Credit Agreement, dated as of March 14,
1997, among WESCO Distribution--Canada, Inc., as Borrower, the
Several Lenders from time to time parties thereto, The Bank of
Nova Scotia, as Administrative Agent, and Barclays Bank PLC, as
Collateral Agent.*
4.3 Guaranteed First Mortgage Note, dated February 28, 1994, due
February 28, 2001, with CDW Realco, Inc., as Maker, and
Westinghouse Electric Corporation, as Payee.*
4.4 Cash Collateral and Security Agreement, dated as of February 28,
1994, between CDW Realco, Inc., as Grantor, and Westinghouse
Electric Corporation, as Collateral Agent.*
4.5 Guaranteed First Mortgage Note, dated February 28, 1994, due
February 28, 2001, with CDW Canada Acquisition Inc., as Maker,
and Westinghouse Canada Inc., as Payee.*
4.6 Cash Collateral and Security Agreement, dated as of February 28,
1994, between CDW Canada Acquisition Inc., as Grantor, and
Westinghouse Canada Inc., as Collateral Agent.*
4.7 Promissory Note, dated December 10, 1996, due December 10, 2001,
by WESCO Distribution, Inc., as Maker.*
4.8 Promissory Note No. 1, dated May 6, 1997, due November 6, 1998,
by WESCO Distribution, Inc., as Maker.*
4.9 Promissory Note No. 2, dated May 6, 1997, due November 6, 1998,
by WESCO Distribution, Inc., as Maker.*
4.10 Promissory Note No. 3, dated May 6, 1997, due July 6, 2001, by
WESCO Distribution, Inc., as Maker.*
4.11 Promissory Note No. 4, dated May 6, 1997, due November 6, 1998,
by WESCO Distribution, Inc., as Maker.*
4.12 Registration and Participation Agreement, dated as of February
28, 1994 among CDW, The Clayton Dubilier Private Equity Fund IV
("Fund IV") and the stockholders of the Company named therein.*
4.13 Specimen of Class A Common Stock Certificate.*
Opinion of Debevoise & Plimpton as to the legality of the
5 securities being registered.*
10.1 CDW Holding Corporation Stock Purchase Plan.*
10.2 Form of Stock Subscription Agreement.*
10.3 CDW Holding Corporation Stock Option Plan.*
10.4 Form of Stock Option Agreement.*

II-3

NUMBER DESCRIPTION OF EXHIBITS
------ -----------------------

10.5 CDW Holding Corporation Stock Option Plan for Branch Employees.*
10.6 Form of Branch Stock Option Agreement.*
10.7 Indemnification Agreement among CDW and Fund IV.*
10.8 Non-Competition Agreement, dated as of February 28, 1996, between
Westinghouse Electric Corporation, CDW Holding Corporation and WESCO
Distribution, Inc.*
10.9 Employment Agreement between the Company and Stanley C. Weiss.*
10.10 Lease dated May 24, 1995 as amended by Amendment One dated June, 1995
and by Amendment Two dated December 24, 1995 by and between WESCO
Distribution, Inc. as Tenant and Opal Investors, L.P. and Mural GEM
Investors as Landlord.*
10.11 Lease dated April 1, 1992 as renewed by Letter of Notice of Intent to
Renew dated December 13, 1996 by and between WESCO Distribution, Inc.,
successor in interest to Westinghouse Electric Supply Company, a former
division of Westinghouse Electric Corporation as Tenant and Utah State
Retirement Fund as Landlord.*
10.12 Lease dated September 4, 1997 by and between WESCO Distribution, Inc.
as Tenant and The Buncher Company as Landlord.*
10.13 Lease dated March, 1995 by and between WESCO Distribution-Canada, Inc.
as Tenant and Atlantic Construction, Inc. as Landlord.*
11 Statement regarding computation of per share earnings.
21 Subsidiaries of the Company.*
23.1 Consent of Independent Accountants.
23.2 Consent of Debevoise & Plimpton (included in the Opinion of Debevoise &
Plimpton filed as Exhibit 5).*
24 Powers of attorney.

- --------
* To be filed by amendment

(B) FINANCIAL STATEMENT SCHEDULES

For the ten-month period ended December 31, 1994 and the years ended December
31, 1995 and 1996.

Schedule II--Valuation and Qualifying Accounts

Financial statement schedules other than those listed above are omitted as
not required or not applicable or because the information is included in the
Financial Statements or notes thereto.

ITEM 17. UNDERTAKINGS

The undersigned registrant hereby undertakes to provide to the Underwriters
at the closing specified in the Underwriting Agreement certificates in such
denominations and registered in such names as required by the Underwriters to
permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.

II-4

The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained
in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to
be part of this registration statement as of the time it was declared
effective.

(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.

II-5

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Pittsburgh, State of
Pennsylvania, on December 24, 1997.

CDW Holding Corporation

/s/ Roy W. Haley
By___________________________________
Roy W. Haley
President and Chief Executive
Officer

Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the following
capacities and on December 24, 1997.

SIGNATURE TITLE

/s/ Roy W. Haley President and Chief Executive Officer
- ------------------------------------- (Principal Executive Officer)
ROY W. HALEY

/s/ David F. McAnally Executive Vice President, Chief
- ------------------------------------- Operating Officer, Chief Financial
DAVID F. MCANALLY Officer and Treasurer (Principal
Financial Officer)

/s/ Steven A. Burleson Vice President and Corporate
- ------------------------------------- Controller (Principal Accounting
STEVEN A. BURLESON Officer)

/s/ B. Charles Ames* Director
- -------------------------------------
(B. CHARLES AMES)

/s/ William A. Barbe* Director
- -------------------------------------
(WILLIAM A. BARBE)

/s/ Wiley N. Caldwell* Director
- -------------------------------------
(WILEY N. CALDWELL)

/s/ Alberto Cribiore* Director
- -------------------------------------
(ALBERTO CRIBIORE)

/s/ J. Trevor Eyton* Director
- -------------------------------------
(J. TREVOR EYTON)

/s/ Leon J. Hendrix* Director
- -------------------------------------
(LEON J. HENDRIX)

/s/ Benson P. Shapiro* Director
- -------------------------------------
(BENSON P. SHAPIRO)

/s/ Martin D. Walker* Director
- -------------------------------------
(MARTIN D. WALKER)

/s/ Steven A. Burleson
*By__________________________________
Steven A. Burleson
Attorney-in-Fact

II-6

REPORT OF INDEPENDENT ACCOUNTANTS

In connection with our audits of the consolidated financial statements of
CDW Holding Corporation and subsidiaries as of December 31, 1995 and 1996 and
for the period from February 28, 1994 (date of acquisition) through December
31, 1994 and for each of the two years in the period ended December 31, 1996,
which financial statements are included in the Prospectus, we have also
audited the financial statement schedule listed in Item 16 herein.

In our opinion, this financial statement schedule, when considered in
relation to the basic financial statements taken as a whole, presents fairly,
in all material respects, the information required to be included therein.

/s/ Coopers & Lybrand L.L.P.

600 Grant Street
Pittsburgh, Pennsylvania
February 28, 1997, except for
Note 17, as to which the date is
December 24, 1997

II-7

SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS

COL. A COL. B COL. C COL. D COL. E COL. F
- ------------------------ ---------- ---------- -------------- ---------- -------------
ADDITIONS
BALANCE AT -------------------------
BEGINNING CHARGED TO CHARGED TO BALANCE AT
OF PERIOD EXPENSE OTHER ACCOUNTS DEDUCTIONS END OF PERIOD
---------- ---------- -------------- ---------- -------------

Allowance for doubtful
accounts:
Ten-month period ended
December 31, 1994..... $12,533 $5,975 -- ($5,798) $12,710
Year ended December 31,
1995.................. 12,710 2,842 -- (6,963) 8,589
Year ended December 31,
1996.................. 8,589 3,017 $2,961 (a) (4,492) 10,075
Allowance for deferred
tax assets:
Ten-month period ended
December 31, 1994..... $ 9,814 -- $2,294 (b) -- $12,108
Year ended December 31,
1995.................. 12,108 -- (5,946)(b) ($1,980) 4,182
Year ended December 31,
1996.................. 4,182 -- (1,254)(c) (2,928) --

- --------
(a) Represents doubtful account allowances acquired in connection with certain
acquisitions consummated in 1996.
(b) Represents valuation allowances relating to new originating deferred tax
assets, net of a reversal of valuation allowances as a result of realizing
the benefits of the deferred tax assets acquired at the date of formation.
(c) Represents a reversal of valuation allowances as a result of realizing the
benefits of the deferred tax assets acquired at the date of formation.

II-8

EXHIBIT INDEX

NUMBER DESCRIPTION OF EXHIBITS PAGE
------ ----------------------- ----

1.1 Form of Purchase Agreement (U.S. Version).*
1.2 Form of Purchase Agreement (International Version).*
3.1 Certificate of Incorporation of CDW Holding Corporation.
3.2 By-Laws of CDW Holding Corporation.
4.1 Amended and Restated Credit Agreement, dated as of March 14,
1997, among WESCO Distribution, Inc., the Several Lenders from
time to time parties thereto and Barclays Bank PLC, as
Administrative Agent and as Collateral Agent.*
4.2 Amended and Restated Credit Agreement, dated as of March 14,
1997, among WESCO Distribution--Canada, Inc., as Borrower, the
Several Lenders from time to time parties thereto, The Bank of
Nova Scotia, as Administrative Agent, and Barclays Bank PLC, as
Collateral Agent.*
4.3 Guaranteed First Mortgage Note, dated February 28, 1994, due
February 28, 2001, with CDW Realco, Inc., as Maker, and
Westinghouse Electric Corporation, as Payee.*
4.4 Cash Collateral and Security Agreement, dated as of February 28,
1994, between CDW Realco, Inc., as Grantor, and Westinghouse
Electric Corporation, as Collateral Agent.*
4.5 Guaranteed First Mortgage Note, dated February 28, 1994, due
February 28, 2001, with CDW Canada Acquisition Inc., as Maker,
and Westinghouse Canada Inc., as Payee.*
4.6 Cash Collateral and Security Agreement, dated as of February 28,
1994, between CDW Canada Acquisition Inc., as Grantor, and
Westinghouse Canada Inc., as Collateral Agent.*
4.7 Promissory Note, dated December 10, 1996, due December 10, 2001,
by WESCO Distribution, Inc., as Maker.*
4.8 Promissory Note No. 1, dated May 6, 1997, due November 6, 1998,
by WESCO Distribution, Inc., as Maker.*
4.9 Promissory Note No. 2, dated May 6, 1997, due November 6, 1998,
by WESCO Distribution, Inc., as Maker.*
4.10 Promissory Note No. 3, dated May 6, 1997, due July 6, 2001, by
WESCO Distribution, Inc., as Maker.*
4.11 Promissory Note No. 4, dated May 6, 1997, due November 6, 1998,
by WESCO Distribution, Inc., as Maker.*
4.12 Registration and Participation Agreement, dated as of February
28, 1994 among CDW, The Clayton Dubilier Private Equity Fund IV
("Fund IV") and the stockholders of the
Company named therein.*
4.13 Specimen of Class A Common Stock Certificate.*
Opinion of Debevoise & Plimpton as to the legality of the
5 securities being registered.*
10.1 CDW Holding Corporation Stock Purchase Plan.*
10.2 Form of Stock Subscription Agreement.*
10.3 CDW Holding Corporation Stock Option Plan.*
10.4 Form of Stock Option Agreement.*

NUMBER DESCRIPTION OF EXHIBITS PAGE
------ ----------------------- ----

10.5 CDW Holding Corporation Stock Option Plan for Branch Employees.*
10.6 Form of Branch Stock Option Agreement.*
10.7 Indemnification Agreement among CDW and Fund IV.*
10.8 Non-Competition Agreement, dated as of February 28, 1996,
between Westinghouse Electric Corporation, CDW Holding
Corporation and WESCO Distribution, Inc.*
10.9 Employment Agreement between the Company and Stanley C. Weiss.*
10.10 Lease dated May 24, 1995 as amended by Amendment One dated June,
1995 and by Amendment Two dated December 24, 1995 by and between
WESCO Distribution, Inc. as Tenant and Opal Investors, L.P. and
Mural GEM Investors as Landlord.*
10.11 Lease dated April 1, 1992 as renewed by Letter of Notice of
Intent to Renew dated December 13, 1996 by and between WESCO
Distribution, Inc., successor in interest to Westinghouse
Electric Supply Company, a former division of Westinghouse
Electric Corporation as Tenant and Utah State Retirement Fund as
Landlord.*
10.12 Lease dated September 4, 1997 by and between WESCO Distribution,
Inc. as Tenant and The Buncher Company as Landlord.*
10.13 Lease dated March, 1995 by and between WESCO Distribution-
Canada, Inc. as Tenant and Atlantic Construction, Inc. as
Landlord.*
11 Statement regarding computation of per share earnings.
21 Subsidiaries of the Company.*
23.1 Consent of Independent Accountants.
23.2 Consent of Debevoise & Plimpton (included in the Opinion of
Debevoise & Plimpton filed as Exhibit 5).*
24 Powers of attorney.

- --------
* To be filed by amendment