SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

 December 6, 2011
Via Email

Mr. John J. Engel  Chief Executive Officer WESCO International, Inc. 225 West Station Square Drive, Suite 700 Pittsburgh, Pennsylvania 15219

 Re: WESCO International, Inc.
Form 10-K for the Year Ended December 31, 2010 Filed February 24, 2011 Form 8-K Dated October 20, 2011 Filed on October 20, 2011 File No.  001-14989

Dear Mr. Engel:

We have reviewed your filing and have the following comments.  We have limited our
review to only your financial statements and re lated disclosures and do not intend to expand our
review to other portions of your documents.   In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
 Please respond to this letter within te n business days by providing the requested
information or by advising us when you will provide the requested response.  If you do not believe our comments apply to your facts and circum stances, please tell us w hy in your response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.    Form 10-K for the Year Ended December 31, 2010

 Critical Accounting Policies and Estimates, page 18

 – Excess and Obsolete Inventory, page 19

 1. Please revise future filings to provide additional information regarding this critical
accounting estimate.  In this regard, expl ain in greater detail how you arrive at
assumptions about “future demand and market  conditions.”  Discuss how accurate your

Mr. John J. Engel
WESCO International, Inc. December 6, 2011 Page 2
 assumptions have been in the past, how much  the assumptions have changed in the past
and whether the assumptions are reasonably likely to change in the future.
 Results of Operations, page 21

 2. We note you attribute changes in  net sales to a variety of  factors, including higher
product prices, favorable foreign currency exchan ge rates and acquisitions.  Please revise
future filings to separately quantify the material items impacting your results of
operations.
 -Liquidity and Capital Resources, page 22

 3. We note your disclosures on page 47 that  you consider $177 million of undistributed
earnings of your subsidiaries ou tside the United States to be permanently reinvested.  To
the extent such amounts could be considered  material to an un derstanding of your
liquidity and capital resources, please revise you r future filings to di sclose the amounts of
the cash and investment amounts held by your foreign subsidiaries that would not be
available for use in the United States.  Pl ease further provide a discussion of any known
trends, demands or uncertainties as a result of this policy that ar e reasonably likely to
have a material effect on the business as a whol e or that may be rele vant to your financial
flexibility.  Refer to Item 303(a)(1) of  Regulation S-K, SEC Release 33-8350, and
Financial Reporting Codification Section 501.03.a.
 Item 8.  Financial Statements and Supplementary Data, page 29

 Note 2.  Accounting Policies, page 35

 – Revenue Recognition, page 35

 4. We note your disclosure that you provide serv ices such as inventory management for
some of your customers and that revenues fo r such services are recognized upon evidence
of fulfillment of the agreed upon services.  W ith a view toward enhanced disclosure in
future filings, please tell us more about these arrangements and your accounting for the
arrangements.  Explain in gr eater detail the nature of th e services you provide and how
you recognize revenue for each portion of those a rrangements.  In this regard, clarify if
the arrangements with these customers incl ude the sale of inventory and the other
services.  If so, clarify how you account for the sale of inventory to these customers.
 5. Further to the above, please quantify the amount of revenue attributed to these services in
each of the last three years and for the nine months ended September 30, 2011.  Tell us how you have considered the guidance in Rule 5-03.1 of Regulation S-X.

Mr. John J. Engel
WESCO International, Inc. December 6, 2011 Page 3
 – Supplier Volume Rebates, page 35

 6. We note your disclosures here that you receive volume reba tes from certain suppliers.
You state that you recognize a receivable for the estimat ed amounts due to you with a
corresponding reduction of cost of goods sold.  Please explain to us in greater detail how
your accounting complies with FASB ASC 605-50-25-10 through 605-50-25-12.  In this
regard, clarify for us how you acc ount for rebates that are attr ibutable to inventory that
you have not yet sold and is therefore st ill reflected on your balance sheet.
 Note 5.  Acquisitions, page 40

 7. In connection with any material  acquisitions, please revise y our future filings to include
the disclosures required by 805-10-50-2(h ) of the FASB Accounting Standards
Codification.

8. Further to the above, please pr ovide us with your calculations  of the significance of this
acquisition under Rule 3- 05 of Regulation S-X.
 Note 14.  Commitments and Contingencies, page 51

 9. We note your disclosures regarding the lawsuit fi led against you in Indi ana.  Please revise
future filings to either disclose an estimate (or,  if true, state that the estimate is immaterial
in lieu of providing quantified amounts) of the possible loss or range of  loss, or state that
such an estimate cannot be made.  Please refer to 450-20-50 of the FASB Accounting
Standards Codification.
 Note 15.  Segments and Related Information, page 51

 10. We note that you operate in 12 segments but aggregate the information into one
reportable segment.  Please provide us with your detail ed analysis supporting your
conclusion that aggregation of the 12 opera ting segments into one reportable segment
was appropriate.  In this regard, specifically address all of the criteria set forth in paragraph 280-10-50-11 of th e FASB Accounting Standard s Codification.  Provide
supporting information that addresses your consid eration of the similari ty of the criteria,
including the similarity of  economic characteristics.

11. Please revise future filings to disclose the basis of attributing revenues from external
customers to individual count ries pursuant to paragraph 280-10-50-41(a) of the FASB
Accounting Standards Codification.
 Form 8-K Filed on October 20, 2011

 12. We note you have presented certain non-GAAP financial measures in this Item 2.02
Form 8-K.  However, we do not see where you have fully complied with the

Mr. John J. Engel
WESCO International, Inc. December 6, 2011 Page 4
 requirements of Item 10(e)(1)(i) of Regulati on S-K, as required by Item 2.02 of Form 8-
K.  Please revise future fili ngs to address the following:

 For each non-GAAP measure presented, incl ude a statement of the reasons why
management believes that presentation of  the non-GAAP financial measure provides
useful information to investors regardi ng your financial condition and results of
operations.  Refer to Item 10(e)( 10(i)(C) of Regulation S-K.

 For each non-GAAP measure presented, to th e extent material, include a statement
disclosing the additional purposes, if any, for which management uses the non-GAAP
financial measure.  Refer to Item 10(e)(10(i)(D) of Re gulation S-K.

 Include a reconciliation of the differen ces between the non-GAAP financial measure
and the most directly comparable measur e calculated in accordance with GAAP.  In
this regard, we refer to your presenta tion of the non-GAAP financial measures
“organic sales growth” and “earnings per dilu ted share, adjusted.”   Refer to Item
10(e)(10(i)(A) of Regulation S-K.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in
the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
In responding to our comments, please provi de a written statement from the company
acknowledging that:

 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Mr. John J. Engel
WESCO International, Inc. December 6, 2011 Page 5
 You may contact Tara Harkins,  Staff Accountant, at (202) 551-3639 or me at (202) 551-3643
if you have questions regarding thes e comments.  In this regard, do not hesitate to contact Martin
James, Senior Assistant Chief Accountant, at (202) 551-3671.

       S i n c e r e l y ,
        /s/ Kevin L. Vaughn
                 Kevin L. Vaughn         A c c o u n t i n g  B r a n c h  C h i e f