SecProbe.io

CORRESP
1
filename1.htm

corresp

    Stephen A. Van Oss

Senior Vice President and Chief

Financial and Administrative Officer

Phone: (412) 454-2271

Fax: (412) 454-2477

E-mail: svanoss@wesco.com

SUBMITTED VIA EDGAR

SENT VIA FIRST-CLASS MAIL

September 28, 2007

Perry J. Hindin, Special Counsel

Division of Corporation Finance

United States Securities and Exchange Commission

One Station Place

100 F Street, N.E.

Washington, DC 20549-6010

    RE:

    WESCO International, Inc.

Definitive 14A

Filed April 18, 2007

File No. 001-14989

Dear Mr. Hindin:

This letter sets forth the responses of WESCO International, Inc. (“WESCO” or the “Company”) to the
comments of the Staff of the Securities and Exchange Commission communicated by letter dated August
21, 2007, with respect to WESCO’s 2007 Definitive 14A Proxy Statement. These responses have been
prepared in accordance with your discussions with Marcy Smorey-Giger, Corporate Counsel and
Secretary, and Timothy Hibbard, Corporate Controller, on or about August 23, 2007.

This response is submitted timely in accordance with the ten-day extension, until October 1, 2007,
granted by you to WESCO via a telephone conversation with Ms. Smorey-Giger on September 18, 2007,
and as confirmed via written correspondence dated September 18, 2007.

TRANSACTIONS WITH RELATED PERSONS — PAGE 14

Comment No. 1:

Please include a statement of whether or not your policies for review, approval, or ratification of
related persons transactions is in writing and, if not, how such policies are evidenced. Refer to
Item 404 of Regulation S-K.

Response:

WESCO has written policies for review, approval or ratification of related persons transactions and
will include a statement as such in our 2008 Proxy Statement.

WESCO Distribution, Inc. / Suite 700 / 225 W. Station Square Drive / Pittsburgh, PA 15219-1122

Perry J. Hindin

September 28, 2007

Page 2 of 7

COMPENSATION DISCUSSION AND ANALYSIS — PAGE 15

Comment No. 2:

We note your disclosure regarding the compensation consultant’s recommended peer group as well as
the second group of companies monitored by you and the board of directors. Disclose whether the
compensation committee assigns a greater weight to one group over the other in its consideration of
compensation and benefit levels and incentive plan designs. If you have benchmarked different
elements of your compensation against different benchmarking groups, please identify the companies
that comprise each group.

Response:

For 2006, WESCO’s Compensation Committee assigned a greater weight to our consultant’s peer group
and a statement to that effect will be included in the Company’s 2008 Proxy Statement, if
applicable for 2007 compensation. Different elements of compensation were not benchmarked against
different groups.

Comment No. 3:

In connection with your discussion of base salaries and stock based awards, you provide some
description of how company performance affects compensation levels, but little discussion of
individual performance, even though your disclosure suggests it is a factor in determining
compensation. For example, you state that during 2006, the compensation committee recommended an
increase in base salary for Messrs. Engel, Van Oss and Mr. Thimjon in accordance with among other
factors, individual performances. You also state that with respect to all of the named executive
officers other than himself, the chief executive officer makes grant recommendations to the
compensation committee based on, among other factors, an individual executive’s performance.
Please provide additional detail and an analysis of how individual performance contributed to
actual 2006 compensation for the named executive officers. See Item 402(b)(2)(vii) of Regulation
S-K.

Response:

We will include additional detail and an analysis of how named executive officers’ performance
contributed to actual compensation in WESCO’s 2008 Proxy Statement.

ANNUAL CASH INCENTIVE BONUS AWARDS — PAGE 17

Comment No. 4:

Disclose the various performance criteria, financial and operational targets used in awarding the
annual cash incentive bonus awards, value acceleration awards and discretionary company
contributions to retirement savings discussed on pages 17 and 19 for your 2006 fiscal year. To the extent you believe disclosure of these targets is not
required because it would result in competitive harm such that you may omit this information under
Instruction 4 to Item 402(b) of Regulation S-K, please provide on a

Perry J. Hindin

September 28, 2007

Page 3 of 7

supplemental basis a detailed explanation for such conclusion. Disclose how difficult it would be
for the named executive officers or how likely it will be for you to achieve the
undisclosed target levels or other factors. General statements regarding the level of difficulty
or ease associated with achieving performance goals are not sufficient. In discussing how
difficult it will be for an executive or how likely it will be for you to achieve the target levels
or other factors, please provide as much detail as necessary without providing information that
would result in competitive harm. Please provide analysis of the factors considered by the
compensation committee prior to the awarding of the annual cash incentive bonus awards, value
acceleration awards and discretionary company contributions and not merely rely on statements such
as those on page 17 that the awards granted for 2006 “reflect financial and operational
achievements, which significantly exceeded targeted performance.”

Response:

WESCO will include disclosure in our 2008 Proxy Statement which describes the performance criteria
and related targets used in awarding each of the named executive officer’s awards for the annual
cash incentive bonus, value acceleration program (VAP) and discretionary Company contributions to
the retirement savings plan. WESCO also will include an analysis of the factors considered prior
to making such awards.

Comment No. 5:

You state that the compensation committee has discretion and authority to increase or decrease
actual incentive awards given in any year to reflect specific circumstances and performance.
Clarify, if true, that this discretion was exercised to increase each named executive officer’s
2006 annual cash incentive bonus above the assigned range for each individual described in the
first paragraph of page 17 and quantify the actual award as a percentage basis of base salary. For
example, we note that you awarded Mr. Van Oss a cash bonus award of more than 120% of his salary,
even though his bonus range was set at 50-100%.

Response:

During 2006, the Compensation Committee did not exercise discretion resulting in an increase in
actual annual cash incentive bonus awards. In reference to Mr. Van Oss’ cash incentive bonus
award, his award was within the allocated 50-100% range. Mr. Van Oss’ base salary was $495,000 at
year-end. The $575,000 bonus described in the summary compensation table includes the $80,000
one-time VAP payment. The actual annual cash incentive award for 2006 was $495,000 or 100% of Mr.
Van Oss’ base salary.

Perry J. Hindin

September 28, 2007

Page 4 of 7

Comment No. 6:

You state that cash bonus incentive awards granted for 2006 performance reflect financial and
operational achievements, which significantly exceeded targeted performance levels. You also state
that the 2006 value acceleration program had a potential maximum incentive payout of $2.8 million
of which a payout of $2.2 million was made. In each case, you provide little, if any, analysis as
to how actual cash incentive compensation was determined. Discuss in greater detail the various
factors considered and how you determined such awards for 2006 and, to the extent known, the
targets for 2007. See Item 402(b)(1)(v) of Regulation S-K.

Response:

WESCO will include information in our 2008 Proxy Statement that clarifies the performance criteria
and achievement against these criteria which forms the basis for determining cash bonus incentive
compensation and the value acceleration program (VAP) awards for the named executive officers.

Comment No. 7:

You state that annual incentives are designed to provide compensation that approximates market
median awards for achieving planned performance and to provide increased incentive awards for
exceptional performance. Disclose the percentile of market represented by the actual annual
incentive compensation paid for your 2006 fiscal year.

Response:

To the extent applicable, WESCO will include in the 2008 Proxy Statement disclosure of the market
median/percent represented by the actual annual incentive compensation paid for the named executive
officers.

STOCK BASED AWARDS — PAGE 18

Comment No. 8:

Discuss the basis for allocating compensation between time-based and financial performance-based
awards. See Item 402(b)(2)(iii) of Regulation S-K.

Response:

WESCO’s most recent grant of financial performance-based awards was made in 2004. Currently, it is
the Company’s policy to grant only time-based awards to the named executive officers. WESCO will
include a statement in our 2008 Proxy Statement stating the same.

Perry J. Hindin

September 28, 2007

Page 5 of 7

SEVERANCE OR CHANGE IN CONTROL AGREEMENTS — PAGE 20

Comment No. 9:

You state that the definition of “good reason” in Mr. Haley’s employment agreement is modified to
include certain additional events. Describe these additional events. You also state that the
agreements with Messrs. Haley, Engel and Van Oss contain customary covenants regarding
nondisclosure of confidential information and non-competition and non-solicitation restrictions.
Disclose the duration of such provisions and if applicable, discuss any provisions regarding waiver
of breach of such covenants. See Item 402(j)(4) of Regulation S-K.

Response:

In the Company’s 2008 Proxy Statement, we will include a definition of the “good reason” clause in
Mr. Haley’s Employment Agreement and clarify the additional benefits available as a result of a
“good reason” termination following a change in control. We will also include information as to
the duration of provisions regarding nondisclosure of confidential information, non-competition and
non-solicitation restrictions. There are no waiver of breach provisions included in the Employment
Agreements with Messrs. Haley, Engel and Van Oss.

SUMMARY COMPENSATION TABLE — PAGE 26

Comment No. 10:

The Compensation Discussion and Analysis should be sufficiently precise to identify material
differences in compensation policies with respect to individual named executive officers. Refer to
Section II.B.1 of Commission Release No. 33-8732A. We note the disparity between your chief
executive officer’s compensation and that of the other named executive officers. For example, we
refer you to the salary, bonus, option awards and other compensation granted to your chief
executive officer and the larger potential cash bonus payable to him as compared to the same
elements of compensation paid to your other named executive officers. We also note that the table
on page 32 appears to indicate that only your chief executive officer is entitled to the payment of
prorated annual incentive compensation upon voluntary termination. Please provide a more detailed
discussion of how and why your chief executive officer’s compensation differs from that of the
other named executive officers.

Response:

Within the Compensation Discussion and Analysis of the 2008 Proxy Statement, WESCO will continue to
identify material differences in compensation policies with respect to each named executive
officer, particularly the Chief Executive Officer and the rationale for these differences.

Perry J. Hindin

September 28, 2007

Page 6 of 7

ALL OTHER COMPENSATION FOR 2006 — PAGE 26

Comment No. 11:

You state on page 19 that a discretionary company contribution was made in 2006 based on
Compensation Committee established performance criteria. Disclose how much of the $179,751 of
payments relating to Mr. Haley’s retirement savings plan was attributable to the discretionary
company contributions described in footnote 3(b) to this table and what factors the company
considered in determining such amount.

Response:

WESCO will include a footnote to the All Other Compensation table in our 2008 Proxy Statement
specifying how much of the named executive officers’ total retirement savings plan payments are
attributable to the Company’s discretionary retirement savings plan contributions and the related
determining factors.

NON-QUALIFIED DEFERRED COMPENSATION — PAGE 27

Comment No. 12:

We note the disclosure in footnote (3), which briefly discusses the method by which investment
earnings are calculated and the investment vehicles that are available to participating executives.
Please consider paragraph (i)(3)(ii) of Item 402 of Regulation S-K when drafting appropriate
corresponding disclosure, which requires quantification of interest rates and other earnings
measures applicable during the last fiscal year.

Response:

WESCO will include a statement in our 2008 Proxy Statement that quantifies the range of performance
and other earnings measures applicable to the deferred compensation investment vehicles that are
chosen by the named executive officers during the previous year.

OPTION EXERCISES AND STOCK VESTED — PAGE 31

Comment No. 13:

In the Compensation Discussion and Analysis, please describe the impact on the committee’s
decisions regarding Mr. Haley’s compensation in light of the fact that he realized $11,137,500 upon
the exercise of stock options in 2006. For example, discuss the impact these realized amounts had
or will have on compensation policies or specific awards relating to Mr. Haley, including how these
types of gains will be considered in setting future retirement benefits. See Item 402(b)(2)(x) of
Regulation S-K. Please provide similar disclosure for Mr. Goodwin.

Perry J. Hindin

September 28, 2007

Page 7 of 7

Response:

In the 2008 Proxy Statement Compensation Discussion and Analysis, WESCO will include a statement as
to the impact, if any, on the Compensation Committee’s decisions regarding Mr. Haley’s compensation
considering any income associated with the exercise of stock options during the previous year.

The Company acknowledges that:

    •

    the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

    •

    Staff comments or changes to disclosure in response to 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 federal securities laws of the United States.

Please contact me at (412) 454-2271 or Marcy Smorey-Giger at (412) 454-2222 if you have further
questions or need additional information.

Sincerely,

/s/ Stephen A. Van Oss

Stephen A. Van Oss

    cc:

    Roy W. Haley, Chairman and Chief Executive Officer

Timothy A. Hibbard, Corporate Controller

Marcy Smorey-Giger, Corporate Counsel and Secretary